Lonely Hearts
by JokerMan608
Summary: Crossover between Inspector Gadget and the original Batman: The Animated Series. I've been wanting to do this for a long time, so please, enjoy!
1. Chapter 1

There he stood. The Batman. His cape flapping in the wind, overlooking the city. Gotham City. Fear…Terror…Crime…Corruption flourished within this city. Gotham has been a dark and foreboding place rife with chaos and anarchy. But yet there was hope. Hope in the guise of this dark figure. A man who lost his own family to a petty crook when he was very young. Vowing to avenge his parents' death and rid Gotham of its infestation, he trained for years, pushing himself to the peak of human condition, both physically and mentally. Now several years later, Bruce Wayne, under the guise of Batman, struck fear into the hearts of criminals, psychopaths, and crime lords hoping to bring Gotham back the peace it once had.

Back to present day, it was summer, early July, but to Batman every day felt like winter to him. With city revenue and morale low, Mayor Hamilton Hill has decided the best way to improve the city's funding would be to increase tourism and no better way than with the holidays. Gotham has been selected to host this year's Independence Festival, a 4th of July celebration event, organized by that travels from state to state bringing a sense of patriotism and fidelity to cities. Batman scoffed at the poster hanging on the building next to him.

"Humph…Just what Gotham needs – more people" Batman thought bitterly.

For several years, the Dark Knight has waged war against the forces of evil that plagued his hometown…but for our hero…the war almost seemed endless. It became an obsession of his, dragging his mind and heart further into depression….

"It seems so hopeless," Batman contemplated to himself, "I thought I could make a difference…Thought I could save Gotham from what it has become. But the forces of evil seem to grow stronger and more resilient within every year. Sure. I stop a few fights now and then, put out a few battles. Still, the war goes on…On and on…Maybe I'm just fooling myself….

At that moment, laughter seemed to echo throughout the city. It seemed the source was coming from 23rd street inside Gotham's First National Bank. Smylex Gas filled the interior. Inside, men, women, and bank tellers were on the floor, holding their sides. Laughing. Laughing till tears streamed down their eyes. The doors kicked opened as figures dressed as mimes made their way to the vault. Following behind was a tall, slender individual dressed in a trench coat. Removing his gas mask, he revealed himself to be none other than Batman's greatest enemy – The Joker. With his trademark white skin, green hair, and twisted smile, his laughter seemed to overshadow everyone else's.

"Ah! Another thrilling entrance leaves the audience bowled over once again! Thank you Ladies and Gentlemen!" Joker exclaimed, taking a bow. "Now if you'll be so kind to stay there lying helplessly on the floor, my boys will make their rounds and we'll be on our happy, merry little way! HAHAHAHAHAHA! Exit Stage Right!

Busting out the bank, Joker and his goons quickly dump the loot into the back of their van and slam the doors shut just as a shadow zoomed down and landed on the vehicle with a thud. Joker looked up with a smile.

"Well, well, well. I was wondering when you'd show up. If this wouldn't get you, I was thinking of blowing up the place, then torching what's left. Good time too. I mean look at it, the place definitely needs renovating" Joker stated openly.

"You couldn't resist, could you?" Batman inquired, hinting towards the madness in the bank.

"HEHE. Oh, well, you know me, Bats. A creature of habit. Just like you" Joker sneered back.

"I'm _nothing _like you" Batman replied callously, "A cold, heartless murderer who'll do anything to get a good laugh."

"Aw, I'm hurt, Bats," Joker said, feeling hurt, "You mean after all these times. All these encounters, all these…get-togethers, you still have no respect for me? Well…Fine. We'll do this the way we always do. Alright boys, you know the routine: KILL THE BAT!"

Two of his mime henchmen open fire at Batman with machine guns, who dodges their fire with a leap and sends a batarang at one mime. The delivery forces the gun out of his hand followed by a punch to the jaw. Batman then delivers a kick and a punch simultaneously the mime in front of him and other behind him. He then turns to face The Joker, whom has suddenly vanished into thin air.

"Over here Pointy Ears! HAHAHAAA!" Joker mocked, making a face at him.

Batman twisted around and saw The Joker had re-appeared behind him near the bank's entrance.

"What's the matter, Batman? Either you're getting slower or I'm getting faster. C'mon! Tackle Me!"

"You think this is a game?! But that's the way it always, isn't it?! In your sick mind! Batman shouted. Then hearing approaching sirens: "Here that. That's your one-way ticket back to Arkham, Joker. You can't get away this time, now give up!"

"Well, gee. I guess you got me. Nothing left for me to do except raise my hands and give up – "

With that he began to raise his hands towards his head, when a Jack of Spades card slid out from his coat sleeve and into his hand.

"– Or maybe not! HAHAHAHAHAHA!!"

He flings the card at Batman, who easily evades it, and quickly grabs a batarang from his belt. It was a newly developed batarang with an electric charge capable of stunning enemies.

"Fun ends here Joker!"

He fires back, but Joker manages to duck as it hits a streetlamp right next to him, causing a power outage and explosion that sent the lamp tilting back until it crashed through the bank's window. Batman looked upon with horror and shock at what just occurred.

"Ooh! Nice shootin' Tex!" Joker laughed, "And you say we're nothing much alike."

"_Oh…Lord. What have I done_?..." Batman gasped, almost collapsing from shock.

Batman dove into the broken window, trying to see if anyone was hurt. Luckily, the damage was minor, but the lamppost was covering something. A body. Batman lifted up the post and dug through some of the debris. The body was of a little girl. The sight was excruciating to him. Just then he heard tires screeching in the distance as Joker's van was making a fast getaway with the fiend laughing as they drove away. Completely ignoring him, Batman was too busy preoccupied with his victim. She seemed badly hurt, but still breathing luckily. At that moment police cars rushed toward the scene and burst into the bank, Commissioner Gordon leading the squad.

"Batman?!" Gordon exclaimed as he and his men entered the bank. "What happened? Where's The Joker - Oh Lord…."

Gordon trail off when he saw holding the unconscious girl. Batman didn't say anything. He didn't know what to do. He simply stood up and walked out, leaving Gordon to comfort the girl. Without hesitating, Batman walked down the street and into the night.


	2. Chapter 2

It was a bright, sunny day in Metro City just outside the Gadget household. Inspector Gadget was inside the kitchen making lunch. Suddenly, the timer on the oven went off.

"Ah! My omelet's ready!" Gadget said.

He went to the oven and removed his dish from the oven. Curious to say, the dish accidentally caught on fire when he removed it, causing him to drop it on the floor.

"Wowsers!" he exclaimed," Go, Go Gadget Water Pistol!"

He pulled out one of his fingers, revealing a mini pistol that spurt out a stream of water, extinguishing the fire.

"Go, Go, Gadget Arm."

His arm extended down to the floor and picked up the omelet, setting it on the table. Unable to resist, he cut a piece of it to taste it.

"Hmm. Seems a little too well-done."

Meanwhile upstairs, Gadget's clever niece, Penny sat at her desk working while her dog, Brain, slept on the foot of her bed. With a sneeze and a sniff, Brain jumped off and headed over to see what Penny was doing. Gazing over her shoulder, he noticed she was trimming pictures and placing them in what seemed an album. Then without realizing, he sneezed again.

"Careful, Brain. Cover your nose," Penny chided, "I've been working forever on this."

Brain tilted his head to one side in a curious way, wondering what it was for.

"Oh, it's just my scrapbook. I've been collecting photos and articles of everything that's happened to us over the past couple of years." Penny stated as she thought back, "The places we've been to, the crimes we've solved, the good times we've had. It's not quite finished yet, though. It's still got a few pages left. Enough room for the big 4th of July event this weekend. I haven't been to that festival in ages. Not since…well…Mom…and Dad…you know.

Her eyes started to get misty, but she hastily wiped them with her shirt and resumed her cheerful self with a laugh. Inspector Gadget was Penny's uncle and the brother of her late mother. Her parents had both passed away several years ago due to unknown circumstances and therefore came to live with her uncle, who took it upon himself to raise her as a promise to his sister.

"Penny, lunchtime!" her uncle called out from downstairs.

"Coming!" Penny replied.

She placed her scrapbook on her bed and immediately rushed down the stairs towards the living room. Brain followed, sneezing before leaving the room. Penny entered the kitchen and was a little perplexed when she saw that sandwiches have been set on the table with a bowl of fruit in the middle of the table as a side.

"Uncle, I thought you were making a cheddar omelet for lunch?" Penny inquired.

"Uh…Heh, heh. Yes. Well, I decided on something a little more homemade instead. Heh, heh."

With that he pitched the omelet into the trash while Penny wasn't looking.

"Besides, too much cheese is bad for your cholesterol anyway" Gadget added.

"Whatever you say, Uncle Gadget" Penny giggled.

Her uncle was Metro City's number one police detective and known to be the greatest worldwide. However, truth be told, he never solved a case in his entire life. That was due to the teamwork of his brilliant niece, Penny, and her dog, Brain. But she always let him take credit for the work, hoping that Dr. Claw wouldn't figure it out. She sat down and began to munch on her sandwich as Gadget read the newspaper.

"Well, Penny. Are you excited for this weekend?" asked Gadget.

"You bet Uncle! I can't wait for the big 4th of July celebration - The Independence Festival!" Penny remarked jubilantly.

As stated before, the 4th of July was one of Penny's much loved holidays and this festival was her particular favorite. Mostly because she had celebrated it twice before with her parents when she was little. Now it has been three years since it has come back to the states and being held this year in Gotham City. Penny looked forward to sharing the event with her uncle when all of a sudden –

Ring! Ring! Ring!

"Wowsers!" exclaimed Gadget, "It's the Top-Secret Gadget Phone!"

(He pulled a cord and antenna out of his thumb and placed his hand near his mouth)

"Is that you Chief? You're where? I'll be right there!"

Gadget walked into the family room, but found no sign of the chief. Just the doorbell rang.

"Mail's here! I'll get it, Penny!"

He opened the front door, which revealed Chief Quimby standing on the doorstep, dressed as the mailman.

"Ah, there you are Chief!"

"Here Gadget, read this."

He reached into his mailbag and pulled out an envelope.

"Sorry chief, but I paid my bills up front already" Gadget declared.

"It's not a bank statement, it's an assignment! Now read!" Quimby grimaced.

Gadget tears open the envelope and begins to read the message out-loud, as Penny eavesdrops from the other room.

"**Firework companies have been going bankrupt due to recent robberies of their products. Suspect M.A.D. may be involved in the theft in order to sabotage the annual Independence Festival in Gotham City. Your mission is to find the culprits responsible and prevent them from carrying out their operation. This message will self-destruct."**

"No worries, Chief. I'm always on duty!" Gadget declared triumphantly.

With that he crumpled up the paper and threw it at the chief. BOOM! The message exploded in his face.

"Chief, don't you think it's a little early to start celebrating now?" Gadget chided.

"Why should I…Why must I…Why do I – PUT UP WITH _HIM_?!" Quimby growled.

"Bad News, Penny. That was Chief Quimby" Gadget explained as he returned to the kitchen. "I'm on a case as of now and I'll be flying to Gotham later this afternoon – alone."

"Alone? But Uncle, the festival! You promised."

"I know and I'm sorry, Penny, but if I don't stop Dr. Claw, there won't be any festival."

"But can't I come with you? I won't get in the way! This is suppose to be our special time together. Please, uncle, _please._"

"I'm sorry, but no. It's far too dangerous for you. I need you to be a good girl and stay home where it's safe."

"Okay Uncle Gadget" Penny said, managing a sweet smile, "Be careful."

"Don't worry. I'm always careful" Gadget remarked.

And with that, he accidentally collides into the kitchen wall. Recovering and shifting his position, he dashes out the kitchen and upstairs into his room and began to pack his suitcase. Penny slowly walked upstairs towards her room as well and shut the door behind her. Her smile then began to fade into a depressed frown as she sat on the edge of her bed, dejected.

"Far too dangerous my eye!" Penny muttered bitterly, "Though maybe I shouldn't be surprised. Every time something fun happens in my life, something comes up. He's always too busy to spend time with me. I know he cares about me, but still…it doesn't feel the same, like it did with mom and dad."

Sighing, she flopped on her back and stared at the ceiling for moment.

"I thought I could make a difference in his life, and have that same relationship I had with Dad. Ever since I came here, I've helped my uncle fight the forces of M.A.D. Sure, Dr. Claw would catch me now and then, but I've become better at being stealthy. I don't need protection anymore, I can take care of myself now. But he never believes me. Not a word. Even when I give him advice, he insists it was all my imagination.

Penny's memory flashes back to the episode "_Race to the Finish_," as she is conversing with her uncle during a pit stop in the race.

"Good going, Uncle Gadget!" Penny exclaimed jubilantly. "You gave Dr. Claw some of his own medicine!"

"Dr. Claw?!" Gadget cried out suspiciously, "Where?"

"Out there. In the race."

"There you go again. I told you Penny, it's all your imagination! I've seen some very suspicious characters around here lately, but I won't believe Dr. Claw is here until I see him!"

"I guess you're right" Penny admitted sadly.

Flash back to the present. Penny stands up indignantly.

"_All my imagination_! He treats me just like a little kid. Well, as you can see Uncle, I'M NOT A LITTLE KID ANYMORE –

Penny then clutched herself in horror as she calmed herself down.

"Oh dear. What am I saying?" Penny spoke softly to herself, ashamed at what she just said. "I've never been this angry before in my life. This man has done everything for me. I can't afford to lose my temper during a case. I have to be calm.

Suddenly she heard a sneeze from outside her door.

"Brain? Is that you?" Penny asked concerned.

Brain entered the room with a runny nose and made it only a few steps before collapsing. Penny rushed up to him to help him up.

"Brain, you're burning up!" Penny exclaimed, feeling his forehead. "You're not sick, are you?"

Brain shook his head, followed by another sneeze.

"No! No, Brain! You can't get sick, not now! I need you! Please!"

Brain began to weep comically as if he was saying "I couldn't help it. Please don't be mad."

"Oh. There, there. It's alright. I know you couldn't help it," Penny soothed reassuringly. "I guess…I could fill in for you. I mean, how hard can it be?"

Brain looks puzzled.

"I'll think of something, don't worry. I'll keep Uncle Gadget out of trouble because if Claw _ever_ finds out, he'll wipe us _all_ out." Penny said defiantly, "But I'll never let that happen! _Never!_ I won't lose the only family I still have left! I made a promise, and I will see it through."

Pressing a button her wristwatch, it ejected a small, white disk, which looked like a miniature pin, which she gave to Brain.

"Here, Brain. Take this and tuck inside Uncle Gadget's coat pocket" Penny instructed. "It's a miniature tracking device and with it, I can monitor Uncle Gadget's whereabouts with my computer book while I investigate the robberies that have taken place.

Brain gave the salute and marched off to Gadget's bedroom

Penny grabbed her scrapbook for comfort as she browsed through the pictures finally stopping at a portrait of her and her parents beside her.

"I won't let you down, Mom and Dad" Penny swore as she laid her head on her pillow gazing at them still.


	3. Chapter 3

Three days after the traumatizing event with The Joker, Bruce Wayne sat quietly in his chair, brooding in his dimly lit den. Living on the edge of town, in Wayne Manor, Bruce fondly remembered when his father first bought the house and how joyous he was to share it with his wife and son. But since their deaths, the house remained empty, bringing on shadows of loneliness to the billionaire's heart. Bruce had long since been lonely and after last night's events, it just worsened his condition further. Alfred Pennyworth, Bruce's loyal butler and surrogate father, entered the room with soup and a glass of water.

"I do wish you wouldn't spend so much time in the dark, sir" Alfred stated. "It will do damage to your eyes."

"I'm not hungry, Alfred" Bruce stated miserably.

"Oh come now, Master Bruce. You have to eat something, why you haven't eaten anything in two days."

"What have I done?" Bruce muttered softly.

"Sir?"

"I almost destroyed an innocent life, Alfred. Just because I let The Joker get to me….Innocent lives are depending on me. Look how many more will pay if this keeps up. Even when I was a youth, my father always said I needed to learn self-control…I guess I just never had it. Now, look where it's led me…."

"That's rubbish. Everyone makes mistakes; you've made them many times before, why can't you let this one go?"

"Because I know, it'll happen again." Bruce sighed, "As long as I'm Batman, everything close to me withers away and dies. I am the night, Alfred. I became the night. One day, I'll go down. I know that. I chose this life. My decision. But I can't let anyone else pay for my mistakes."

Bruce sat up and began to walk to his fireplace, leaning against it.

"Sometimes old friend, I have to wonder, am I really doing any good out there? Perhaps I should heed that advice I left rotting in the dust all these years and….move on with my life…I never did."

"I'm sure. But right now you might want to hang on to that notion" Alfred replied, hinting towards the window, "You have a call."

Bruce glanced out the window and saw the bat-signal flashing in the sky.

Around that same time, a plane leaving from Metro City had just landed in Gotham City. And who should emerge from the passenger loading bridge, but Inspector Gadget himself, after accidentally tripping down the stairs and knocking over the rest of the passengers and their luggage.

"They sure make these steps slippery" Gadget complained, "I'd better make a note to call the airport about this. It's a real safety hazard! Go, Go, Gadget Pen!"

He pulls out his pointer finger and a ball-point pen appears in its place. He begins to write on a notepad.

"Call Airport." he wrote down, "That should do it."

Meanwhile, in an abandoned warehouse on the outskirts of town near Gotham Docks, M.A.D.'s infamous leader, Dr. Claw, observed Gadget on his computer monitor as he was exiting Gotham's airport. He chuckled slightly while stroking his pet, M.A.D. Cat.

"So, Gadget," he hissed. "Here you are again, attempting to thwart my plans. If only you knew what I have in store for you this time! HAHAHAHA!"

Tapping a button on his console, a M.A.D. Agent appeared on the screen dressed as a taxi cab driver.

"Gadget has arrived. Give him a little tour of the city" Claw instructed, "But make sure he doesn't _last_ through the trip."

"Just leave it to me, Boss" he replied.

"And send a message to the others to proceed with tonight's operation. I want no mistakes."

"Yes, Dr. Claw!"

With that, his face faded from Claw's monitor screen.

"Many times in the past has Gadget foiled my plans for power and world domination" Claw chuckled to M.A.D. Cat. "But this time! This time I will not _fail_!"

He laughed maliciously, with M.A.D. Cat snickering along with him.

"Excuse me, are you Inspector Gadget?" the M.A.D. taxi driver asked.

"Why yes. Yes, I am" replied Gadget.

"Hop in. I'll take you for a ride around the city. Here, I'll get your bags."

"Sightseeing, eh? I really shouldn't. I'm on assignment and I have to meet with the Mayor –

"These are special orders from the Mayor himself…to…to…make you feel welcome. A…A welcome party, so to speak" stuttered the agent.

"Well, I guess a short ride will be alright. I had no idea this town was so generous" Gadget said as he climbed into the taxi.

After placing his bags into the back, the agent resumed his driving seat and activated what appeared to be the taximeter, only it started at "5:00" and it was counting backwards.

"Excuse me, but aren't taximeters supposed to tally forwards instead of backwards?" Gadget demanded.

"Uh…This is a new system…recently installed. It tells us how long we have until we arrive at our location."

(After buying the agent's ploy, the cab took off out of the airport, making a right at Englehart and Paur Avenue before disappearing out of sight. At the same time, Penny emerged from the same plane that Gadget had exited, but she didn't see any trace of her uncle anywhere.

"I don't see Uncle Gadget anywhere. Better use search mode" Penny said as she opened her computer book.

Tapping a few buttons, she pinpointed his location, revealing an image of him in a taxi heading down Gotham's financial area.

"Well, he's in a taxi, so I guess he's okay for now. Meanwhile, I'll bet Dr. Claw still has a few tricks up his sleeve. But if there should be any M.A.D. activity functioning in this town, it should be broadcasted on police scanners and radios."

She presses a button on her wristwatch, revealing a mini antenna, trying to locate radio waves and signals.

"My wristwatch should then be able to pick up any signal broadcasted within a 15-mile radius. Now all I have to do is wait…Not my favorite thing to do" Penny admitted.

Shifting back to Gadget's predicament in the taxi cab, they had just gone down a few streets and several blocks as the timer now reached 20 seconds when suddenly –

"Oh, there's my hotel!" Gadget cried out. "Go, Go, Gadget Arm!

His arm extended to the front seat and pulled the emergency brake, stopping the car instantaneously.

"Thanks for the ride" Gadget said while grabbing his bags from the trunk "But I think I can take it from here. Goodnight."

"Huh?"

The agent then notices the taximeter counting down from five seconds.

"OH NO!"

BOOM! The vehicle exploded with him inside, sending debris everywhere. Gadget heard the explosion and turned around suddenly.

"Oh, what a mess! I hope you have insurance, my good man!"


	4. Chapter 4

At Police Headquarters, James Gordon, Gotham City's lead commissioner of the police department, was waiting by the Bat-Signal (stationed on the roof) when he heard a thud from his right. He glanced over and saw Batman walking over.

"What kept you?" Gordon asked. Then seeing Batman's depressed face: "Oh…yeah."

"What do you have for me, Jim?" Batman asked, trying to change the subject.

"We just got several phone calls downtown, a couple blocks near Broome and Finger Street."

"Those streets are lined up with storage facilities. They house technology belonging to Wayne Enterprises. All the latest military machinery and weaponry is stored in there."

"We haven't got much of a reading on the culprits, however. Looks like a bunch of newbies have wondered into town."

"I'll check it out" Batman replied as she started to leave.

"I'm sorry what happened…Last night that is" Gordon said sympathetically.

Batman paused for moment.

"So am I, Jim…So am I."

And with that he leapt off the roof and swooped into the night.

Having just entered into a taxi cab herself, Penny's wristwatch started beeping. It was picking up static noise, which she tried to fine tune by moving the dial.

"Attention all units! Large disturbance at corner of Broome and Finger. Proceed with caution. All units please respond."

"Bullseye!" Penny shouted, as she signaled the driver, "Let me off here."

"You sure, sweetie?" the driver asked, concerned.

"Yes."

"Okay, but be careful. Things happen for no apparent reason in this town."

"So I have heard."

"If you're not careful, the Batman will get you! HAHAHA" the driver joked.

"Batman? Right. A giant bat" Penny smiled sarcastically.

Having paid the driver, Penny exited the vehicle and proceeded down the avenue on foot. Though she had to admit to herself, of all the places she had traveled, this town gave a cold atmospheric chill that ran from the top of her head down to her spine. But she had no time to worry about that now; she had a job to do. One she had done many times before. Although she didn't have Brain this time, still it couldn't be that different. What could be different this time? Suddenly, after turning a corner, she pulled back and hid against a wall, turning her neck to see the disturbance before her. There was a van parked outside one of the storage facilities, with the M.A.D. logo on it of course, while various agents dressed as maintenance workers were loading what appeared to be boxes of explosives in the back.

"Hmm. Let's see," Penny said pulling out her computer book. "According to this, this is one of the many storehouses that belong to Wayne Enterprises, an enormous corporation that controls and influences many divisions here in Gotham. But why would M.A.D. be interested in that? Well, whatever it is, if it involves explosives, it can't be good. I better get a little closer."

Sneaking over quietly, she headed towards the van and hid towards the back, peeking slightly to see what was going on still.

"Just one more carton, and we're all set, Dr. Claw" M.A.D. Agent Slick reported to his boss via communication link.

"Fine. But move quickly, the police will be arriving shortly. We don't want any interruptions" Claw demanded.

"Uh, let's just forget the last set of explosives and get out of here. This place gives me the creeps" Agent Lenny remarked in frightened tone.

"You wanna tell, Dr. Claw that? Besides, what are you afraid of anyway? Getting mugged?"

"No, not exactly…But….I've heard rumors about this town…Rumors that this city is under protection by a masked vigilante….A giant bat so they say, that prowls the night and strikes fear into the heart of criminals –

"Oh please! The only bats around here are the ones in your belfry, namely your head! There ain't no bat!"

"OH REALLY?" a voice echoed from above.

All the agents shuddered when they heard the voice. All of a sudden, a black shadow, shaped like a bat landed on the ground in front of the van, facing the terrified agents.

"IT'S A GIANT BAT!" screamed Slick.

"The Batman….." Penny stated to herself, "So the rumors are true. He does exist."

"WHO IS THAT?!" Claw demanded when he saw Batman on his monitor screen.

Batman started to move forward while the agents moved backwards in fear.

"So what do we have here? A couple of no-goods up to no good…Now listen here, all of you" Batman threatened. "You're obviously new in town, so I'm willing to make a deal with you. Return that merchandise you have, get in your van, and drive as far away as you can from this city and never even think of coming back."

"Sorry freak," Slick said, regaining his courage. "But I'll take my chances rather than betray Dr. Claw!"

He lunged at Batman with a swift punch to his face, but Batman caught it, grabbed him by the wrist, and threw him into the warehouse, colliding into some crates.

"They always want to do it the hard way" Batman sighed.

Two unnamed M.A.D. agents make an effort to confront Batman, but he double kicks them in the face and slams their heads together, knocking them out. Lenny charges at him, but he steps out of the way, leaving him to crash into the van. Little dazed, Lenny gets back to his feet and pounces on Batman who grabs him by the shirt and somersaults him into the warehouse, colliding into Slick. Penny watches in amazement.

"Cool. Not even Uncle Gadget could probably do what he did just now" an impressed Penny remarked.

"GET UP YOU FOOLS! STOP HIM!" Claw bellowed through the communication link. 

Noticing the agents were still putting up a fight, Penny activated her computer book, hacking into the security mechanism of the warehouses' door causing it to slam shut and trap the agents inside. Batman, noticing this, spun around and spied Penny behind the van.

"You! What are you doing here? This is no place for a young girl –

Without warning, M.A.D. Agent Fred, who was all this while loading boxes in the van, crept behind Penny and grabbed her, lifting her off her feet.

"Let her go! Now!" Batman shouted.

"Don't try and follow me, Mr. Man-Bat, or else the kid gets it!" he threatened, tossing Penny into the back of the van.

But Batman wasn't going to sit around and do nothing, especially with a little girl's life on the line. He quickly grappled to the back of the van as it took off pulling him along it cruised down Gotham's streets, jerking him around. Eventually, Batman summoned the necessary strength to pull up the rope until he was able to grasp the handlebars of the van's rear doors. Hoping to slow the van down, he grabbed a miniature explosive device from his belt and threw it into the path of the van's back wheel. The explosion blew off the van's back wheel, causing the van to skid out of control. He held on for dear life as the van veered down Gotham Square where it crashed into a fire hydrant, before finally slamming into the wall of a nearby deli. The force's impact, however, sent Penny hurling backwards. Her whole backside including her head whacked against the interior wall inside the van's back. Dropping to the floor, she struggled to get up, but eventually collapsed due to the amount of pain she felt on at the back of her head. Having recovered briefly from the crash, Batman dashed to the van's front, where the door to the driving seat was already open. Batman glanced around. The agent had fled. Before beating himself up about losing the felon, Batman heard a tender cry out from the van's rear. Ripping open the doors as fast as he could, he was shocked at seeing Penny, wincing in pain on the floor. Batman pulled her out and scooped her in his arms. Penny turned her head and looked at Batman holding her.

"Oh…It's you" Penny said weakly.

"Who are you? What were you doing back there?" Batman demanded.

"I…I…I don't know…I…I don't remember….Please…Help me –

Her voice drifted off as she became limp and collapsed in his arms, into unconsciousness. Batman started to feel dizzy all of a sudden as if he was suffering from a heat stroke, his vision began to blur. His eyes seemed to be playing tricks on him as he now saw himself holding the little girl from the other night, the one he accidentally injured while fighting The Joker. He blinked several times, breathing heavily, as his vision then returned to normal. Hearing sirens approaching in the distance, he pressed a button on his utility belt, which signaled the Batmobile, cruising down towards Gotham Square and screeched to a halt right in front of him. He placed Penny gently into the passenger seat while he jumped at the controls, blasting the Batmobile off into the night.

"Alfred. Alfred, you there" Batman called out through his communication link to Wayne Manor in his car.

"Right here, sir" Alfred replied.

"I'll be home shortly. Give Leslie a call and tell her to meet me there. Also, get a bowl of cold water, a hot washcloth, and prepare a bed with extra sheets."

"Are you in pain that much, sir?

"It's not for me, Alfred" Batman replied, motioning to Penny, "It's for her."

"Oh dear" Alfred stated, shocked to see her in that state.


	5. Chapter 5

"IDIOTS! INCOMPETENT FOOLS!" Claw shouted, while choking M.A.D. Cat with his gloved hand. "THERE WAS SUPPOSED TO BE NO SLIPUPS! NO FAILURE WHATSOEVER!

"Sorry Dr. Claw" M.A.D. Agent Fred trembled, "But it wasn't our fault, it was this –

"I know who, you hulking brute! Just when I thought Gadget was too much trouble, this…this BATMAN is twice the nuisance Gadget could ever be! I need to think. Round up the rest of the agents and wait for further instructions. NOW GET OUT OF MY SIGHT!"

He angrily pushes a button on his console and the face Agent Fred dissipates from his computer screen. Claw then lets go of M.A.D. Cat, whose face now red and flushed, immediately returns to normal, sucking in air rapidly that it was deprived of a few minutes ago.

"Things are getting out of hand, M.A.D. Cat. This Batman creature has proven to be a major threat to my operation. Too many of my schemes have failed because of Gadget's interference. Too long have I waited for this moment. World power and glory for M.A.D. is within my reach and it will not be stopped now by some FREAK in a Halloween costume!"

Suddenly, an idea popped into Claw's head that made him chuckle with amusement, giving M.A.D. Cat shivers down his spine. With that Claw, pressed a button on his console and a large list of articles appeared on his screen.

Cut to the Ace Chemical Plant, a run-down, dilapidated chemical plant near downtown Gotham. Inside it was pitch black, not much one could see except a desk in the center with a dimly lit lamp on top. Clownish weapons, poisons, and toxins disguised as toys were scattered about as well as numerous pictures/clippings of Batman pinned to the walls everywhere. A figure was seated at the desk playing solitaire while attempting to throw knives backwards at picture of Batman posted on the dartboard. Suddenly, the phone on the desk rang….

"Hello?" the voice replied. "What's that you say? A job? Interested? Oh, most certainly."

At that he threw a knife at the poster and it hit the picture of Batman right squarely in the middle of his forehead. A quiet laughter filled the room.

Back at Wayne Manor, several hours have passed. Bruce Wayne had changed out of his costume and was now waiting outside the guest room. The door opened. Leslie Thompkins, Bruce's surrogate mother and medical clinic, walked out of the guest room and shut the door behind her.

"How is she, Leslie?" Bruce asked concerned.

"Well, Bruce, she seems very healthy" Leslie began. "A few minor scrapes and bruises, her body and its assets appear to be functioning properly…But….

"But what?"

"That blow she received on the back of her head has left some damage impact to her brain. Only _minor_ though. Nothing too serious. Yet, as a result, she has what appears to be a mild combination of both traumatic and lacunar amnesia."

"Yes, I remember reading up on something like that in a medical journal. It's a very rare form of memory loss in which the victim is unable to recall events due to interference in the short/long-term memory transfer mechanism."

"Or in this case" Leslie added, "Any specific event. She remembers who she is, her past and present memories, but she is having trouble recalling what happened the night of the accident and maybe some events that happened prior to that moment."

"How long will this last?"

"Not sure. This form is usually transient, but sometimes it can be permanent…Bruce, what on earth happened? How did she end up like this?"

"I don't know where to start. I was investigating a robbery down at one of the storage warehouses for Wayne Enterprises. Strange thing is these were new guys, not new to this area I could tell. I managed to get the drop on them when out of nowhere the doors shut on them automatically. She was standing there beside the van with a weird device in her hand. What was she thinking? A little girl in the middle of the night? Oh…It's happening again, Leslie!"

"What Bruce? What?" Leslie asked getting worried.

"The other night the same thing happened. As a consequence to my own tenacity, I accidentally injured a little girl while I was fighting The Joker. I let my own stubbornness get in the way."

"Bruce…You know I haven't been your biggest fan when it comes to your "nightly" activities…but…seriously, maybe you should consider taking some time off from this crimefighting lifestyle for a while…Well, I have to be off, let me know if anything else comes up. But for now she needs her rest."

Leslie walks down the hall towards the front door while Bruce opens the door slightly, staring at Penny sleeping in the bed with an ice pack to support her neck and head.

"Time off…A vacation…maybe a permanent one too" Bruce added.

Bruce gently closes the door with that comment.

Back at Dr. Claw's lair, everything was calm and quiet when a rapid knocking came at the door.

"Yes?" Claw demanded.

The doors kicked open as two M.A.D. Agents, guarding the door, dropped to the floor, smiling and laughing in a creepy manner. A figure in a fedora and trench coat walked in past them and approached Claw's desk.

"I hear you're looking for a professional. Allow me to answer to your plea, Ernst Blofeld" the figure smiled while taking off his hat, revealing his face to be that of The Joker.

"Who is this clown?" Claw asked his laughing agents.

"Not clown. _Joker._" Joker answered.

With that he threw one of his razor playing cards on the table, nearly missing M.A.D. Cat, who hissed at him.

"You must be the infamous Clown Prince of Crime, The Joker."

"Everyone in Gotham knows my name. The best of the best, the crème de la crème, with a flick of my wrist and blast from my gun – Ah, well you know the rest! HEHEHE! But now to business: So tell me, Doc, what's a mysterious overlord like yourself want with bombastic lowlife like me?"

"I want you to – " Claw began.

"Oh wait, I forgot my resume!" 

Joker reaches into his coat pocket and pulls out a long list, which he piles onto Claw's desk.

"It's a long list, I know, but I wanted to pad my resume just in case this was one of those you know restrictive fraternities. HAHAHA. You never know. Don't bother reading I can sum it all up for you: Murder, Conspiracy, Arson, Bribery, Fraud, Domestic Violence, Torture, Theft, Larceny, Rape, Robbery, Perjury, Embezzlement, Forgery, Hate Crimes, Homicide, Double Homicide, Triple Homicide –

"THAT'S ENOUGH!!" Claw screamed, smacking the papers off his desk angrily.

"But I haven't even gotten to the juicy parts yet!" Joker complained.

"THAT WILL BE ALL! NOW! That list of your…._skills_ will not be required. I have something else in mind that is of dire need to me." Claw explained. "For years now, my organization, M.A.D., has always dreamed of global domination and to bring anarchy and chaos to the world. But yet, I have always failed to grasp my destiny.…There has always been one man that has stood in the way of my ambitions, thwarting me everywhere I go like a disease…Inspector Gadget."

"He's not one of those stiff, rigid British spies, is he?"

"The man is an incompetent buffoon! Clumsy, idiotic, reckless, he couldn't fight his way out of a PAPER BAG! Yet…someway…somehow he always manages to defeat me!

He bangs his fist on his desk, jettisoning M.A.D. Cat into the air and landing with a thud on the ground.

I'm too close. I can't suffer another defeat…Here's my offer: Take over as head of my operation and eliminate Gadget for me once and for all…And no amount of monetary wealth in the world would be enough supply you with as much as I'm willing to offer you."

"Uuuuhhhhh…No. No thanks. HEHE. You see, I don't do pest control. It's clearly stated in the resume" Joker replied, refusing his offer. "Intrigued I am, but I'm afraid you'll have to find someone else to carry out your _operation_.Well, it's been fun. Thanks for the giggles, Ernst, I'll be seeing you…never. HAHAHAHAHA!"

Joker begins to walk towards the exit.

"Such a pity" Claw started slowly, "Perhaps this might spark your interest. My agents were raiding a facility the other night where my plot was thwarted by an old _friend_ of yours."

"_Friend_?" Joker said suspiciously.

"A man of nocturnal habit. Whose soul is as dark as the night itself. Who prowls on criminals, reducing them to nothing, but tears…I believe you call him…_Batman._

Abruptly, Joker, in a fit of rage, grabs a piece of furniture and throws it across the room where it smashes into pieces.

"BATMAN!! Everywhere I go, everywhere I turn – he's there! Waiting…Waiting for me. But for what? To kick my keister back into Arkham? No. No, no, no. He wants a piece of me! And I want a piece of him! NO! Not a piece! I want his heart! His beating heart…to take to the grave with me! But alas! Chance…Luck…Fate. I'll never be rid of him" Joker cried out helplessly.

"It appears I was mistaken" Claw mocked. "What am I doing offering you this opportunity when you can't even kill a simple man who dresses as a flying rodent?"

Joker pounds his fist on the desk, which sends M.A.D. Cat back to the ground, who was trying all this while to climb back up.

"_There is nothing __**simple**__ about that man!"_ Joker hissed in an angry tone. "Fine. I'll take the job, on one condition: I slaughter this parasite detective of yours and you will help me take out the Bat, so I may finally create my grand masterpiece – His delectable, delightful demise…His death."

"Deal" Claw agreed.

They shook hands on it in which Claw handed Joker a piece of paper afterwards.

"Here's your first assignment. I want the shipment here by tomorrow afternoon."

Joker exits, closing the door behind him.

"Fool!" Claw chuckled to himself.

"Sucker!" Joker cackled to himself, outside the door.


	6. Chapter 6

Morning came as the sun rose. Shimmers of light peeked through the curtains in Penny's room. Her eyes flickered open as she slowly rose up. She noticed that she was now wearing a silk nightgown and sleeping in a bed in a house she had never seen before. The door opened and Alfred came walking through with a breakfast tray in hand that he gently places on the bed.

"Good morning, miss" Alfred said as he opened up the curtains. "Beautiful day, isn't it?"

"Yes, very" Penny replied. "If you don't mind me asking, sir, but who are you and where am I?"

"You are in Wayne Manor, home to Gotham's illustrious billionaire and philanthropist, Bruce Wayne. Unfortunately, he is out for the time being, so I'll be here to look after you. My name is Alfred Pennyworth. And what is your name, miss?

"Oh, Penny."

"How do you feel today?" 

"Better. But my memory still feels fuzzy a bit."

"Well, in the meantime, this might help. Nothing says breakfast like a good helping of scrambled eggs, toast, and orange juice."

"Thank you very much. That is very kind of you."

"No bother at all. I'll be right down the hall if you need me."

Alfred exits leaving Penny as she begins to eat her breakfast, nibbling on her toast.

Coincidentally, Bruce Wayne has made his way to City Hall, now seated with other city officials as Mayor Hill stands at the podium to give a speech to the crowd of citizens and reporters gathering around.

"So what's all this about, Jim?" Bruce asked Gordon, who was sitting next to him.

"You got me, Bruce. Guess we'll find out together" Gordon replied.

"Ladies and Gentlemen! Since my re-election to office, I have promised to make Gotham City a safe haven for people to live in. _But_ I also believe Gotham to be a place of fun and entertainment, especially for the children growing up in this town. So with the consent of both our officials and federal representatives from Washington, the Independence Festival will be held as planned tomorrow July 4th!"

Audience applauds.

"Mayor Hill" Summer Gleeson approached with a microphone, "Do you think it wise to hold one of the nation's most celebrated holidays so soon in the season with crime still plaguing the city?"

"Yes, Miss Gleeson, I'm quite aware of Gotham's tainted reputation" Hill replied sarcastically. "But this will change all that while instilling this town with a good old fashioned sense of patriotism and appreciation."

"And you're not just saying that because you think Batman will be on guard in case anything _abnormal_ happens."

"Batman? Oh, I have something even better. Something to guarantee that this festival goes…uh…will be…uh…"_untainted_." Inspector, would you care to join us?"

Inspector Gadget emerges from City Hall's entrance.

"Go, Go, Gadget Arms!"

His arms extended towards the podium, grasping the edges, pulling him towards it.

"Inspector Gadget, at your service!" Gadget announced, flashing his badge to the audience.

"_What in…."_ Bruce said incredulously before trailing off.

"And that's just the beginning. Would you give us another demonstration Inspector? Hill asked.

"Certainly. Go, Go, Gadget Legs!"

Springs popped out of his legs and jolted him ten feet into the air.

"Go, Go, Gadget Coat!"

He then pulled one of his coat buttons and his trench coat began to inflate like a balloon, setting him gently on the ground, and then deflating.

"Go, Go, Gadget Laser!"

He pulls his pointer finger out revealing his Gadget laser. Without warning, his laser accidentally fires a red beam at one of the city's officials, giving him a nice buzz cut down the middle. Smoke drifts out from his head.

"Don't worry, I'll put it out! Go, Go, Gadget Water Gun!"

He pulls out his other finger and sprays a thick stream of water at the official, drenching him from head to toe.

"What in blue blazes?" Gordon cried out, "What are you up to Hill? In case you've forgotten this city already has a defender who keep criminals at bay, and now you go behind our backs and decide to replace him with this…_Robocop_?"

"Inspector Gadget happens to be Metro City's number one police detective and one of Interpol's greatest agents. Whereas we all know that Batman is simply just a masked vigilante who has no regard for the rules whatsoever and has been lucky he hasn't caused further damage to this city than the criminals he puts away" Hill chided hastily.

"He wouldn't be saying that if that stunt backfired on him" Gordon muttered under his breath.

"A small incident. I assure you, it won't happen again. For Never fear! With Inspector Gadget on the job, this fair city will be far safe from the forces of M.A.D.!" Gadget declared.

Triumphantly, he walked down the stairs only to trip halfway down and collide into several bystanders nearby.

"Sorry folks, no time for autographs" Gadget said as he brushed himself off.

Cut to several hours later with Bruce at his crime computer in the Batcave. On the console next to him is a sheet of paper with the M.A.D. logo penciled onto it. Having scanned the image onto the computer's hard drive, the hardware is now searching for identical images.

"Thinking of getting a tattoo, sir?" Alfred stated as he entered the Batcave.

"Very funny" Bruce sarcastically added. "While I was investigating the break-in last night, I spotted this insignia on the van. These hoodlums were newbies, but not rookies. They must belong to a top criminal organization, syndicate, or institution that embodies this symbol.

Searching stops with no matches found.

"Hmm?" Bruce sat thinking, "Wait, Mayor Hill said that cyborg he hired was a member of Interpol.

"Interpol? The International Criminal Police Organization in France?"

"That's right. Its database is renowned to have the largest collection of syndicates, institutions, and organizations in the world. If I hack into their system, I'll bet they'll have more information on what I need."

He initiates the search again, bringing up one match, identified with the M.A.D. logo, similar to what Bruce had drawn on the sheet of paper.

"Malevolent Agency of Destruction, M.A.D." Bruce read, "A criminal/terrorist organization whose chief operatives are comitting crime and felonies, wreaking havoc and functioning above anything that is considered the law."

"Sounds like an honor society for villains" Alfred stated dryly.

"It operates under a chief exceutive branch headed by this man, Dr. Claw. No current photo on file. Interpol claims they have never actually gotten a glance at this man. Only a few of their agents have actually seen this man's face…Those that have were never seen again."

"My word."

"According to these reports, every scheme and plot M.A.D. has devised has been halted by the efforts of their top agent, Inspector Gadget_" _Bruce read amazed. "I thought he was just another clueless cop, but he's more well-known to the world than Batman is. Must be those gadgets…You know, Alfred…maybe he'd be better at the job then I would…."

"You know what they say: Looks can be deceiving, sir. How fortunate you're giving this all your free time…when there's a little girl upstairs just wanting some of that attention."

"How is she doing, Alfred?"

"Much better, sir, but the poor thing still doesn't remember anything from last night."

"I wonder if she has any connection to this M.A.D. organization. For all we know, Alfred, she could be a spy" Bruce said seriously, "Take a look at this."

Bruce held up her computer book and opened it revealing its technological mechanisms.

"It looks like an ordinary phonebook, but open it up and it encompasses what looks to be an advanced laptop with high-level technological equipment inside. Why, it looks more advanced than the gadgets I use. This is no ordinary girl, Alfred. It's possible she might almost have a genius level intellect. I wonder how long she's been at this."

"She could be a rising crime fighter" Alfred teased at first.

Bruce looks at Alfred skeptically.

"Seriously. With all due respect, sir, you've had such an impact on this city. The lives you've saved, criminals you've brought to justice, that I for one wouldn't be surprised if someone, in admiration of you, wanted to help purge sin and corruption from this city…All the while sir, the girl is downhearted and alone. Right now she needs someone to talk to – A friend."

He begins to walk out, but then pauses and turns back.

"After all…Isn't that what you needed, sir?"

He walks out, leaving Bruce alone in the cave, pondering.


	7. Chapter 7

Outside of town near the corner of Broome and Finger Street, police barrier tape and several squads of security forces surrounded Wayne Enterprises' storage facility. When suddenly, an armored car tore through the streets, making a sudden turn into the building complex. One of the security officers stepped in front of the car, signaling it to halt. It did. He walked over towards the vehicle, glancing at the driver

"What the blazes? What's all this?" a security officer asked, interrogating the driver. "I want to see some identification, pronto!"

"Why of course. Here you are, officer" the driver smiled.

He hands the officer what looks to be an ID card, but in fact is just a piece of cardstock paper with a joke written in bold letters: _What did psycho say to the police officer? _

"What is this - "

His words were cut short as he looked and saw a big, red punching glove shoot out and belt him across the jaw.

"DROP DEAD!" Joker shouted the answer gleefully.

The blow knocked him to the ground, out cold. From the adjacent window in the passenger seat, a M.A.D. Agent dressed as a security officer threw a grenade at the remaining officers. The grenade exploded engulfing the officers in a cloud of knockout gas, causing them to drop unconsciously to the ground as well. The driver exits from the vehicle and removes his hat, revealing his face to be that of The Joker, who blows a police whistle, signaling the agents. The back doors of the armored car open as M.A.D. Agents dressed in uniforms file out one by one. Joker draws them closer, similar to a football huddle.

"All right men! Here's the plan!" Joker announced like a coach. "I need Squad 1 over there to loot the facility for explosives while Squad 2…Um…Uh…Oh, just stand guard by the armored car and shoot anything that moves. Ready, BREAK!"

They break up like a football squad and proceed to do their assigned tasks.

"As for me, I'll just be over here, taking a load off."

Placing his hat and sunglasses back on, he goes back to the driver's seat and lounges watching Claw's agents load the cargo.

"Ah! Makes me feel as fresh as a daisy watching men toil and strive under my every command. Just gives you a warm feeling inside. HA. All I need now is big leather chair and a fat, lazy cat to pet."

All this while, Penny had been exploring the corridors, rooms, and accommodations of Wayne Manor. She has changed out of her nightgown and dressed in her shirt, green jeans, and red sneakers as she walked down the staircase to his lavish living room.

"Golly gosh! This place is huge!" Penny exclaimed quietly.

The place had a high ceiling that seemed to go on forever as Penny frequently stared at it. The room was decorated with couches and furniture, a television and table, and several bookcases filled with appeared to be literature. She walked over to one and pulled it out to take a closer look.

"This Mr. Wayne must be filthy rich to live in a _palace_ like this."

Placing it back on the shelf, Penny then spotted a grandfather clock near the corner of the wall.

"_Early 20th century by the look of it" _Penny thought to herself, _"Funny. I wonder why the hands don't move."_

"It's nice, I'll admit. Had a recent accident with it a while back, but it's still nice to look at."

Penny, startled, placed the book down and jerked her head backwards to see Bruce and Alfred coming down the stairs towards the area themselves.

"Hello. I'm Bruce Wayne, welcome to my home" Bruce said friendly, offering his hand to Penny.

"Please to meet you, Mr. Wayne. Your house is very charming and intriguing as well" Penny replied taking his hand and shaking it.

"You can call me Bruce, if you want."

"Okay, Bruce. My name's Penny."

Bruce motions and they both sit on the couch together.

"How…How did I get here?" Penny asked, "I don't remember anything that happened last night, but I do know that I never started out in this…palace."

"I received a call from my friend, James Gordon, Gotham's police commissioner" Bruce nonchalantly lied, in order to cover up the event. "He informed me that the vigilante, The Batman, had dropped off a young girl at police headquarters, in bad condition. He claimed she was the victim of a robbery near Broome Street. Well, I didn't want to just stand there and let an innocent life suffer, so I volunteered to take you home and let you recuperate."

"The Batman?" Penny gasped. "I think…I…Yes, yes, I remember him…from…from…I can't recall. The last thing I remember I was on my bed at home looking at some old photos, and then it's all a blank until I see him, The Batman, pulling me out of a wrecked van…I don't know why, but I know he saved my life that night. Everything else is a blur, but I'll never forget him. He made quite an impression on me…."

"Yes, he does that to a lot of people" Bruce acknowledged. "Penny, now…I know you don't remember much…but suppose you tell me what you were doing with _this?"_

Bruce holds up Penny's computer book for her too see. Penny paused for a moment. Of course she knew the answer in a heartbeat, but was unsure of how to respond since she had never seen this man before in her life. He could be a member of M.A.D. for all she knew.

"Well…uh…um…It's a…science project I've been working on…for school" Penny explained, trying to talk her way out of the predicament.

"I've never seen you around here. Do you go to school here in Gotham?"

"Oh no. I go to public school in my hometown, Metro City."

"Right" Bruce eyed her suspiciously. "Well, you must be very smart to invent something like this."

"Well, I am quite skilled with machinery. Science has always been my area of expertise."

"Quite a prodigy you are. Your parents must be very proud of you."

"I guess…If they were still with me…." Penny said in a dejected manner.

"Are you….Are you orphaned?"

"Yes, sir…I am. I'm supposed to be vacationing here with my uncle. Well, I was…_That is_ _until he…he…he…"_ Penny stuttered.

Bruce put his hands around her to comfort her.

"Penny. If you're not comfortable sharing this information with me right now, you don't have to" Bruce reassured her.

"Thank you...Bruce" Penny said and then thought to herself: "_He can't be a M.A.D. agent. He's seems too kind for that. I think I should give him a chance."_

"_She seems reticent to give me information. She's probably scared. She seems kindhearted though. She's orphaned I can tell, they must've passed away leaving her alone in the world" _Bruce thought to himself. "_Hmmm…I wonder if this is a sign…to begin a new life. To start over. Give it a chance, Bruce."_

"Listen. I've got some free time today. Would you like to…to…uh…Well, what would you like to do?"

"Well, I've never been to Gotham City before. I sure would like to explore more of this city."

"Why don't we spend the rest of the day exploring uptown and downtown Gotham. I'll show you what this city has to offer."

Inspector Gadget was strolling down Gotham's streets, checking out the sights when he came across to the sight of police officers (disguised M.A.D. agents) loading boxes into an armored car.

"Hi there! My fellow officers! Need some help?"

"It's a flatfoot boys, shoot him down!"

The agents armed with guns opened fire at Gadget whom would have been hit if it wasn't for his Gadget Legs, which sprang him in the air behind the armed agents. The agents sprung around and dropped their guns in shock.

"That's some nice shooting there. But you should be careful where you fire those things, you could've killed me."

At that moment Joker got out and walked towards Gadget.

"_Who are you_?" he asked incredulously.

"Inspector Gadget, at your service. Hmmm. You must really do something about your complexion. You look awful. A few days in the sun would do you good.

Gadget then notices the boxes the agents are carting away from the complex.

"What are you up to?"

"Well, we…we're loading up the remaining shipments, just in case anyone else decides to infiltrate the place. We need to take the shipments back to headquarters for further inspection."

"What a great idea. It's always nice to be one step ahead. Please, let me help you."

Gadget walks towards the facility and begins to load more boxes into the armored car.

"Time to leave, boys. For this is our farewell to Inspector Gadget" Joker said, as he examined the truckful of boxes "I think half the explosives in this joint will be enough firepower for our plan….Whatever it is anyway. Leaving the rest in the facility to be Gadget's own _Crematorium_! HAHAHAHA!!"

The M.A.D. agents begin to pile in the armored car with Joker shutting the doors behind them. Gadget returns to the facility to grab another box as Joker pushes him in and presses the button for the automatic doors, sealing him in. But before the doors close all the way, Joker manages to throw a grenade underneath while running towards the car, grabbing the back as it takes off.

"It's pitch black in here. I can't see a thing! Go, Go, Gadget Flashlight – NO! Not Gadget Jets!"

BOOM!! A massive wave of fire and smoke engulfed the facility, blowing debris everywhere.

"So long, sucker! Next time my car needs a fast tune-up, it'll be your _parts_ donated for the cause! HAHAHAHAHAHAHAHA!!"


	8. Chapter 8

No sound or vocals are heard at this moment. An instrumental piece, similar to both Penny's theme and Bruce/Andrea's love theme from _Mask of the Phantasm,_ plays in the background. Bruce, still in his business suit, walks casually down the street with Penny right beside him, skipping. Mixed looks from people occur as the two of them head into the shopping district. Some looks of confusion, others of content. The duo step inside a Gothamized version of Macy's where Bruce has Penny try on different clothes and dresses much to her delight. While she tries to get Bruce to where something more casual, which Bruce reluctantly brushes off at first, but eventually succumbs to her many, kind "pleases."

Next stop, Penny makes a quick detour to the bookstore. Bruce buys the paper while Penny purchases several advanced books as well as almanac. Bruce eyes suspiciously, but smiles it off as he pays the cashier.

Bruce reserves two tickets for the showing of Shakespeare's _King Lear_ in Gotham City's Grand Avenue theatre district. During the end, however, as Lear holds his dead daughter, Cordelia, in his arms, it triggers at traumatic moment for Bruce. He envisions himself as Batman holding Penny in his arms similar to last night, but instead she passed away with a dying breath. Regaining himself, Bruce noticed Penny was looking at him, concerned. He laughed it off with a dramatic gesture, hinting that it was a powerful scene. Penny smiled and continued to watch the play.

That evening, Bruce set reservations for Gotham's renowned restaurant, Angelo's at 8:00. After the meal, by that time Penny was getting sleepy, so Bruce decided to pass on dessert and headed back to Wayne Manor to call it a day.

Two hours later, Bruce, undressed out of his suit and tie, was walking down the corridor to his room when he saw the guest room light was on. He knocked and came upon Penny in her nightgown, looking at her scrapbook while drinking a glass of water.

"I'm sorry. I was thirsty and needed a glass of water, but then I couldn't go back to sleep" Penny apologized.

"That's alright. If you're someone like me, you eventually grow accustom to the night and learn to stay up longer" Bruce joked dryly as he sat down beside her, then curious about her book: "What's that?"

"Oh, it's just an album I've been putting together ever since I was five. It's a collection of all the events that have happened in my life. Places I've gone, fun times I've had."

Bruce then spotted a photo of her with a tall man with brown hair and brown eyes and a beautiful woman with blue eyes and blonde hair (similar to Penny's, except not in ponytails). It was during the Independence festival as they are standing side by side, like a portrait, with fireworks going off in the background.

"I take it you're a big fan of this holiday event" Bruce said with a slight edge of sarcasm in his voice because of his dislike for the occasion.

"Yeah. It brings back memories for me. It was our favorite holiday when we…we spent the most time together…When I was happy."

"How well do you remember them, Penny?"

"Quite well…sort of. I was only 7 when they died. Oh, I miss them so much."

"What happened to them?"



"That's the thing. I don't know. I just remember vaguely what my uncle told me: They were somehow missing in action; killed in a car accident which was supposed be an assassination attempt at my uncle, but they were hit instead. I didn't know about it at the time as I was in school, when the principal told me that I was getting out of school early. I was sent to live with my uncle…I cried for hours when he broke the news to me" Penny stated as her voice started to break up and tears began to form in her eyes. "My uncle's always still trying to raise me as best he can, but he's always busy and has never the time for me. Nothing he does has been able to bring back the joy I had with my mom and dad. He could never be the same as mom and dad! Oh, why did they have to go?! It wasn't their time! It's all my fault!"

"I know" Bruce said softly as he stood up, "You keep thinking that every day of your life. If only I did something different that day. If only I could've warned them…."

He goes over to the table by the bed and caresses a photo that was on it. It is a portrait of his parents, Thomas and Martha Wayne.

"But there's nothing you could've done…Nothing either of us could've done."

"You mean…Your mom and dad?" Penny asked concerned for Bruce.

"You and I are the same in this. Kindred Spirits. No one could feel the pain and torment we suffer. Not in a million years."

Bruce sits back on the bed with his arm around her shoulder, comforting her.

"But remember. Just because they can't know, doesn't mean we can't let them try. There is _**nothing**_ more important than family. Remember that."

"Does the pain ever go away?"

"I wish I say it could. But it will get better…For you at least. I promise."

"I…I…_**I just miss them so much!!"**_

Penny clings to Bruce and buries her head in his chest, crying and sobbing profusely. Bruce wraps his arms around her and caresses her gently, like a father would do to his daughter.

"I know…Believe me…. Do I know…."

Scene freezes at that moment capturing the two in a moment of stillness, like a portrait. It then fades out into darkness.


	9. Chapter 9

"How is it coming, Clown?" Claw demanded.

"We have the explosives, enough to blow Gotham clear off the face of the earth! HAHAHA! And as a bonus, your bumbling friend, Gadget, is no longer a problem."

"Really?" Claw asked curiously. "You don't say?"

"Let me put it to you this way: The next time he shouts "_Go, go, Gadget_," it'll be for a harp on his way up to the great beyond."

"AT LAST HE'S DEAD! HAHAHAHA!!" Claw joyfully shouted. "I feel like _celebrating_!!"

M.A.D. Cat snickers out loud with him, wearing a party hat and blower in his mouth. Claw slams his fist on his desk, causing M.A.D. Cat to jump in surprise and land with a thud. His hat becomes askew and tilts over his face.

"**I** **SAID I FEEL LIKE CELEBRATING, YOU FUZZBALL!" **But plenty of time for that later…Right now I am still concerned about your mysterious winged friend. He halted my operation before and he'll do it again when he gets the chance. Keep an eye out for him. _Nothing must go wrong tonight at 10:00 pm. _UNDERSTAND?"

"Of course! Ah, independence and death! Two completely opposite representations and yet they both symbolize what America is really about. HEHEHEHAHAHAHAHA!!"

Joker fades from Claw's screen as Agent Bruce now appears, giving the M.A.D. salute.

"Inform all the other agents to keep a watch on that happy fool! I'll admit he is a powerful ally, _but he is more evil than any other person I have ever worked with in my life."_

Back at the warehouse district, waves of policemen and firefighters have surrounded the area and have succeeded in putting out the fire. The fires have died down and debris has blown everywhere around the area creating big piles of sediment and ash. When suddenly a big pile of the ash starts to shake and move as a figure is buried deep beneath. The officers surround it, drawing their pistols in the process.

"Steady!" warned Bullock. "Be ready to fire

"Go, Go Gadget Springs" a muffled voice uttered from beneath the pile.

A figure shot out from underneath, into the air, and onto the ground with a thud. It was Gadget. Unharmed for the most part with some burn damage done to his clothing and hat. His Gadget Respirator is attached to his face, which he probably activated when he was knocked out from the blast. He pulls it from his face as he looks around at the squad surrounding him with firearms.

"It's alright, gentlemen! I've got everything under control" Gadget stated smoothly.

The officers lower their weapons.

"_Control?"_ Bullock raged."Your little stunt just cost Wayne Enterprises millions worth of damage, endangered the neighboring buildings and people, nearly got you _yourself_ killed –

"Oh, I've been in worse."

"Oh, that's not the worse. The worse is that the shipment in there, what's left of it at least, is not in there. But in the hands of Gotham's most demented, perverted, madman!"

"Hmm. That's funny. I've known Claw for years, and he's never show any signs of mania."

"Alright Bullock, that's enough now."

Both turned and saw Commissioner Gordon arriving on the scene.

"We got enough problems already without you making it worse. I've just received a call from Mayor Hill reporting that I place you and a squad at the festival tomorrow."

"I thought the Mayor didn't want any help, not with Robocop over here protecting the city."

"After what happened tonight, we're not sure what to believe at this point."

"Well, not to fear with Inspector Gadget on the case, the festival's as safe as that building right over there" Gadget stated triumphantly.

He points to a random building closeby slated for demolition and explodes at that instant.

"Darn buildings. Always falling down. You think after all these years they would find a cure for that."

He walks off into the direction of his hotel.

"I miss Pointy Ears…." Bullock groaned.

"For once, I agree with you" Gordon replied. "Where can he be?"

It is the next morning, July 4th, Independence Day. Penny is sitting at the table eating breakfast while Alfred is busy at the stove, frying eggs. Bruce comes down the hall dressed in a red casual shirt with tan pants, whistling.

"There is certainly a change for you, sir. You seem very cheery this morning" Alfred commented.

"Thank you, Alfred" Bruce said. "Morning, Penny"

"Good Morning, Bruce"

"Penny, I have something here that you might like."

He handed Penny an envelope which she opened revealing a note with something contained on the inside.

"**Will you do me the honors?**" Penny read outloud.

She opened the note in its entirety. It contained two tickets. Two _very special tickets_ to the –

"To the Independence Festival!" Penny gasped out loud as she hugged Bruce tightly, "THANK YOU SO MUCH!"

"That's not all. Have a look upstairs in your room. It all goes with it."

She dashed from the table, up the stairs, and down the hall to the guest room where she stopped dead in her tracks when her eyes glanced at the prettiest dress she ever saw.

"Oh…my…my, my, my"

"I thought you hated that festival, sir. Which to say wouldn't surprise me the least anyhow as those big celebrations always seem to have an aura of smut & discourtesy about it" Alfred declared.

"It's Penny's favorite holiday and celebration. I thought it would be nice to treat her seeing as she hasn't gone in a while since her parents passed away" Bruce said as he gazed over the tickets.

Alfred noticing this leans in closer to Bruce.

"If you'll beg my pardon, sir, I feel there is something a little more deep and passionate in your reasoning than just that."

Bruce sighs and stands up.

"Alfred…The truth…the truth is…is yesterday, the day I was with Penny. The entire day. For once in my life…My sad, dismal, existence of a life…I was…when I was with her…I was happy. _Happy._More than happy…I've be thinking it over Alfred, long and hard. And I…I want to spend the rest of my life with her."

"Sir?"

"I'm serious Alfred. I think I can give her what I should've given to Dick when he was growing up. A father figure."

"But, sir, if you are thinking to what I think you're thinking –

"You mean adoption?"

"Then you may have to give up your nighttime activities, permanently."

"Well, then…I think it's about time I did."

"I love it! Do you like it?" Penny asked.

Bruce and Alfred divert their attention to Penny entering the kitchen. But she looked different this time around. An aura of elegance and grace sprang from her presence.

"How pretty she looks in that dress" Alfred stated.

The dress had a nice velvet/silk look to it. The top was short-sleeved, decorated with vertical white and red stripes and a bluish tinge on the sleeves. The bottom was sky blue decorated with little white stars (fifty of them) which stopped a little below her knees, which were covered with white-lace stockings and complete with black shoes with brass buckles. Her hair is no longer in pigtails, but down and straight with red and blue ribbons tied into her strands of hair.

"How do I look?"

"Like your mother, Penny" Bruce said softly.


	10. Chapter 10

Later that afternoon, at the Amusement Mile (Gotham City's own amusement park):

"Ladies and Gentlemen! Welcome to July 4th's Independence Festival!" Hill announced from a microphone. "Raise the flag and strike up the band!"

"_Stars and Stripes_" music is heard playing the background underneath all the excitement and jubilance from all the citizens. Gadget calmly strolls in the mix trying to unsuccessfully blend in with the crowd (which seems silly as he sticks out like a sore thumb). And who of all people should see him alive and well on his monitor but –

"GADGET!! NOOO!! HE'S ALIVE!" Claw screamed.

Pressing a button on his console it reveals a dressing room where his men are getting into their uniforms. Camera zooms in on Joker who is sitting in his own chair with his back turned to Claw, reading a magazine.

"Clown! You told me you had Gadget eliminated! _"Ascending to the great beyond while playing his Gadget Harp!" _Weren't those your EXACT WORDS?!"

"They weren't my exact words…Oh wait, yes they were" Joker smiled gaily.

"YOU IDIOT!!"

"You know all that rage can't be good for a man like you? Have you tried Anger Management classes?"

Claw pounds his fist in frustration smashing the arm off his armchair.

"Or perhaps The Sedona Method?"

"SHUT UP! I will give you one more chance to dispose of Gadget, but if you fail, I'll –

Claw ponders for a bit and then begins to laugh which then turns into something like The Joker's cackling.

"Oh, so now, you decide to loosen up."

"No, on second thought, bring Gadget to me…alive. He may actually prove quite useful, _very useful_ to me! Succeed or I will wipe that grin right off your face permanently."

"Oh, been there, tried that."

"NOW, GO!"

Claw shuts off his monitor. Joker stands up from his chair and dresser and for the first time we see his face. He is dressed as a twisted, inverted version of Uncle Sam with green, purple, and red colors.

"It even comes with a beard!" Joker comments to the audience. He now turns and faces the agents, pointing like Uncle Sam, but sounding to the lyrics of _In the Navy_: "I want, you, I want you, I want you (sounding regular now) to get out there and finish off Gadget! Got it?

"Got it!" cried the agents.

"Good" Joker smiles.

While on the other side of the park, Bruce and Penny, skipping right beside him, were taking part in all the various activities and fun events they had there. It was all heart-stopping fun. Even Bruce smiled. Not falsely or half-heartedly, but a genuine smile. This included riding the carousel, several roller coasters (to which Penny clung to Bruce tightly), competing at each other with Bumper cars, and taking a grand view of the park on top of the Ferris wheel.

All this while, Gadget is still on the lookout for suspicious M.A.D. agents.

"Why just look at this crowd! Anyone one of these people could be Dr. Claw's agents!"

Similar to a famous scene from _The Pink Panther Strikes Again_, M.A.D. Agents, disguised as barbershop quartet members old-fashioned carnival uniforms try to exercise various murderous attempts on Gadget's life. One agent from a "balloon popping" game banister hurls several darts, tranquilizers, in Gadget's direction. He bends down to tie his shoe, with the darts barely missing him.

"Excuse me, sir!" another agent, disguised as a vendor, hollered. "Would you like a glass of lemonade?"

"Well…Alright, but make it a quick one, I'm on assignment."

The agent tears out a pouch from his pocket. The label has a warning sign in bold letters with a skull and crossbones symbol. He pours it in first and gives it to Gadget. It fizzles and crackles as he takes it.

"Hmm. That's funny, it's not that hot out to boil lemonade. But I guess all lemonade's the same. Whoops!"

He trips over a rock, which causes him to accidentally hurdle the cup in the air and hits the agent in the face, perforating his skin. He falls over, grasping and clutching himself in pain.

"Yep, definitely too hot a day for lemonade. I need a better view. Go, Go, Gadget Neck"

Another agent lunges from behind and swings with a crowbar at Gadget's head, which bounces off his metallic neck and slams into his face, knocking him out cold.

"Go, go, Gadget Binoculars! Hmmm. Ah! I'll bet I can spot those M.A.D. agents from that Ferris wheel over there! Go, Go, Gadget Copter!"

Helicopter blades pop out from the sides of his hat and start to whirl around as the engine kicks in, lifting him off his feet and towards the Ferris wheel. The Ferris wheel at this point has stopped rotating for a minute, leaving Bruce and Penny at the tip top, reflecting on the sights.

"What do you want to do next?" Bruce asked her.

"Well, up to this point it's been fantastic so far. But the best part for me has always been their grand finale – the fireworks display."

"Oh, yes. Well, it's a good thing this town still has a good amount to use. I mean with all those firework robberies occurring in the past few weeks, I wouldn't be the least bit surprised."

"_Robberies?"_ Penny said to herself, as the word echoed several times in her mind.

Suddenly, without warning, her brain visualizes a sudden flashback:

"_**Firework companies have been going bankrupt due to recent robberies of their products. Suspect M.A.D. may be involved in the theft in order to sabotage the annual Independence Festival in Gotham City. Your mission is to find the culprits responsible and prevent them from carrying out their operation."**_

Flashback ends, leaving Penny stunned.

"Are you alright?" Bruce asks as they exit the Ferris wheel.

"I, I think so" Penny replies.

"Hey! What do you think you're doing?" an individual from the Ferris wheel shouts.

Penny and Bruce stop at look straight up at the Ferris wheel. Gadget has landed on top of the ride, peering downwards at the crowd. Detective Harvey Bullock, on duty and enjoying the event at the same time, is being interrogated by Gadget with a magnifying glass in his face.

"Get off, you psycho!" Bullock shouts.

"Now, now! Let's watch ourselves. Besides, you look very suspicious to me. Haven't I seen you before?"

"I'm the guy who's going to arrest your butt if you don't get out of my face right now!"

Meanwhile, The Joker, in his Uncle Sam gig, has managed to blend in with the crowd.

"Yes?" Joker relays on his radio.

"Sir, we've spotted Gadget on the grounds."

"Where?"

"Look up."

He immediately spots Gadget on top of the Ferris wheel and chuckles to himself as he strolls over to it.

"Well, well, well. HEHE. I know Claw said take him alive. But him up there, unaware and oblivious, not to mention all those unsuspecting people sitting there like bulls eyes with legs…I CAN'T RESIST! HAHAHA!"

He pulls a "jack-in-the-box" out of his coat pocket and places it at the base of the ride. He gives it a few cranks and it starts to play the "Pop Goes the Weasel" theme.

"Besides, if the man's indestructible, he won't be that much bruised. HAHA!"

Joker then exits, humming the tune.

"Isn't that the bizarre, absent-minded policeman I met at City Hall a few days ago?" Bruce asked out loud, as the scene focuses back on him.

Just then Penny mind races again, imprinting another flashback, in bits and pieces, in her brain:

"_Bad News, Penny. I'm on a case as of now…."_

"_But Uncle, the festival! You promised._

"_It's far too dangerous for you. I need you to be a good girl and stay home where it's safe."_

"_Far too dangerous my eye!" Every time something fun happens in my life…He treats me just like a little kid. I'M NOT A LITTLE KID ANYMORE… I've never been this angry before in my life. This man has done everything for me… If Claw ever finds out, he'll wipe us all out. I'll never let that happen! Never! I won't lose the only family I still have left! I made a promise, and I will see it through….I won't let you down, Mom and Dad…._

Flashback ends, returning her to reality, with her memory back and fully intact.

"That's no bizarre, absent-minded policeman! _THAT'S MY UNCLE!__** UNCLE GADGET! UNCLE GADGET!!" **_Penny screamed, waving for his attention.

"Penny! Wait, come back!" Bruce called, running after her.

"I REMEMBER NOW! I REMEMBER!!" she cried out loud. "UNCLE GADGET!"

"Penny?" Gadget asked to himself, as if he thought he heard her voice. Looking down, he actually saw his niece running and waving for him. "Penny! It is her!"

"Uncle!"

"Penny?! What are you doing here?! I thought I –

"UNCLE, LOOK OUT!" Penny shouted, spotting the bomb.

The tune stops playing. BOOM! The "jack-in-the-box" bomb explodes underneath the Ferris wheel, causing it to catch on fire, creating a huge puff of smoke and inflamed debris.

"POP! Goes the weasel! HAHAHAHAHAHAHA!!" Joker laughs gloriously.

It starts to teeter and totter and begins to collapse in Penny's direction. Bruce, seeing this, leaps in and grabs Penny, throwing themselves out of harm's way. The ride collapses to the ground, initiating another explosion which sends the two flying. Bruce collides his backside into a random ride's steel gate/entrance, knocking him out cold. Penny rushes to him, then remembers her uncle whom she sees being dragged out from under a piece of debris, in bad shape, and being loaded aboard a van by disguised M.A.D. Agents and a clown wearing an Uncle Sam outfit, who simply smiles and waves farewell to her.

"WAIT! STOP! UNCLE GADGET! NOOOO!!" Penny cried running after it.

It was no use catching up to it as the van darted out of the amusement park quick as a flash, colliding into several people on the way out. Penny then rushes back to Bruce trying to wake him.

"Bruce, get up. Bruce! Bruce…Can you hear me? Please?"

Scene fades out on her clutching tightly to him as the entire park is in chaos, hastily trying to put out the fires caused by the explosion.


	11. Chapter 11

Back at Wayne Manor, several hours later, Bruce is in his bedroom resting with Alfred tending to him with ice packs and bandages over his back. Penny sits in a chair nearby, watching.

"I'll be back with some iodine and peroxide for your back, sir" Alfred stated as he left the room.

"This is all my fault" she declared sadly.

"Ow…Oh, Penny. It's nothing major, just a bruised spine is all. Ow. It wasn't your fault this happened –

"No, no! It_ is my fault_. It's because of me that this happened. All because…because I didn't tell you…The truth about myself."

"What?"

"That man…The policeman we saw on top of the Ferris wheel…who was kidnapped by M.A.D…He was my uncle. Inspector Gadget."

"He is…_That's your uncle?_ Well, from the looks of it, I'm glad you don't take after his side of the family. How did he even rise to the rank of Inspector in the first place?"

"That's the other thing. He isn't who he claims to be either."

"What are you talking about, Penny?"

"He thinks he is the world's greatest police detective that with a stride and a laugh he could solve any felony criminals throw at him. When in fact every time he strides, he ends up falling on his back or colliding into innocent bystanders."

"Yeah, I saw that once. Kinda funny now that I look back on it."

He gives a slight chuckle but resumes his serious demeanor when he sees that comment has upset Penny.

"The truth is he hasn't ever solved a crime in his life. In fact the only reason he is alive right now is because of…me. All the glory, all the fame, everything and everyone he's put behind bars…was because of me."

Pause.

"How long have you been doing this?"

"For several years now, I've done this. Tracked him throughout the world, followed him on his many cases, solved all those crimes for him, but always managed to stay out sight and let him take the credit for it."

Penny goes out of the room and brings in her bag.

"Ever since I was young, I've had an incurable expertise or knack for science and technology. My advanced intellect has led me to create many tools and gadgets for fighting Dr. Claw and his agents of M.A.D. This is just a sample of what I've developed in the past."

She takes out her computer book and wristwatch and displays it to Bruce, who stares in disbelief.

"You mean you…A little girl like yourself are the main reason that man is still alive this very day?"

"…Yes…."

"But you could've been captured. Put your life on the line. Not only your Uncle's, but _yours_ as well. You taking on an entire terrorist organization by yourself? You could've been killed."

"I have been on several occasions, actually" Penny smiled, trying to lighten the mood. Smile fades as it doesn't help the situation. "But I've gotten better over the years."

"Why…OW…Why on earth…What would possess you to follow that danger-prone fellow to the ends of the earth and keep this a secret bottled inside of you for so long?"

Penny looks downward and takes a big breath before looking up again.

"A promise…I made…to my parents. Ever since they died, I swore to myself I would never let it happen to anyone I ever loved again. My uncle is the only person I have left in this world…which…I guess he was trying to teach me in his own way…I understand…Now…I understand that he didn't want me to go on all those missions with him because…he felt he would _lose me too…_I'm sorry I should have told you

Bruce, a little shocked at a child risking her life recklessly, but touched and appealed by her love and devotion for her uncle, took her by the hands, reassuringly.

"Well…since we're clearing the air of mystery…There's…there's something I have to tell you as well."

"What is it?" Penny asked curiously.

"You're not the only one who has secrets locked away Penny. I have one too. A great, heavy one that has given me pain and suffering for many years…ever since I was young, like you."

"Is it about your parents?"

"Ever since I lost them. I vowed I would never let what occurred to me happen to anyone else! _Ever_! I traveled the world, seeking the answer until the Lord finally showed me the way…I became a symbol…A legend….

"Bruce, what are you trying to tell me?"

"We met before Penny. You and I. Except it wasn't Gordon where I found you…but at the scene of the crime itself where you had your accident. Do you remember…him?"

Penny stared straight into Bruce's eyes and gasped, recoiling back a bit before coming back forward.

"_YOU...YOU'RE…THE BATMAN?" _she gasped. "You saved my life that night."

"…Yes…"

"And there's another man who needs our help. Please. Dr. Claw has my Uncle! He's at his mercy! You have to help me!" she pleaded, trying to get him up.

"I'm sorry, Penny, but no."

"What?" Penny said taken aback suddenly.

"For years I've tried to rid Gotham of the crime that has plagued the city…but it keeps coming back. Never truly fading away. What's the point of fighting for something that you can't ever win? That's just it. There is no point. Just obsession…and possibly mania. I've been fixated on this for so long that it finally got the best of me and some innocent life almost paid the price for my recklessness. A little girl…like you."

"Yeah, I read about it in the paper the other day. Very tragic, I know. But it was just an accident. It wasn't your fault. You'll be more careful next time."

"There isn't going to be a next time, Penny."

"You don't mean – "

"I'm giving up the mantle – forever. If I cannot be true to myself, then I do not deserve to wear the mask. Now is the time for Batman to go back to the shadows from whence he came and will never surface again."

"But you're Batman. You have to help me save him – "

"NO…That man is _dead and buried._"

Bruce turns his head so he can't look at her. Penny heads out dejected, but stops at the doorway and looks back.

"I can see that now" she sadly admitted.

She runs out and heads into her room and closes the door. She then heads to her dresser and picks up the phone resting on it.

"Hello? Hello operator? Call the taxi service at Gotham Airport and have them send a cab over to 1007 Mountain Drive, Gotham…Fifteen minutes? Fine, I'll be ready."

She hangs up.

"But first, I need to make a quick change."

She removes her dress and puts on her reliable clothing: red/white striped t-shirt, green jeans, red sneakers. Her theme plays proudly during this scene. She snaps on her wristwatch and completes the process by folding her hair into her classic, stylish look: two pigtails. She places her computer book in her bag and runs back out. She stops suddenly at Bruce's doorway and looks in one last moment. Her theme plays softly (like on piano this once).

"If only things were different…somehow…it would've been nice to have a family again…But a promise is a promise."

She runs towards the front door where the taxi is waiting.

"Where to Miss?" the driver asks.

Penny activates her wristwatch and tracks the serial number on the van displaying its location at an abandoned wharf near Gotham Docks.

"Gotham Docks, and step on it."

It takes off, speeding down the highway into the city.


	12. Chapter 12

Scene opens back up as the taxi in a matter of minutes makes it to its destination.

"Let me off here" Penny demanded.

"I'd watch my step if I were you. This area has been restricted for the past few days. And I wouldn't think it wise for a young girl like you to go off roaming in a seedy section of this city" the driver warned Penny.

"I'll be fine" she replied, then to herself: "Done this so many times, seems like second nature."

After paying the driver, Penny leapt out while taxi sped off in the opposite direction. Checking the radar on her watch, a huge chunk of electromagnetic wave radiation was displayed and located within the warehouse district.

"Seems like a lot of activity for this part of the city. I'll bet that district must be oozing with M.A.D. activity."

She stealthily starts walking toward the signal's origin, eventually making it to the entrance when she accidentally criushed an empty soda can on the ground with her sneaker, making a loud "CRUNCH" sound. The door opened abruptly and two agents rush out. Penny hid behind several crates before they could spot her.

"What was that?!" one of them shouted suspiciously.

They look around, but see nothing unusual.

"Probably just a stray animal looking for food" the other retorted.

"Well, be on guard! Might be a cop snooping around. The clown wanted absolutely no trespassing on the premises."

"Man, he creeps me out. Always smiling all the time, never know what he's gonna do."

While conversing, they head back in the building, locking the door behind them. Penny leaps out from hiding and tries to open it, but to no avail.

"Nuts. There must be another way in…

She sneaks around the building until she spots a window barely ajar, enough to let some air in.

"Ah…The window"

Opening it slowly, she raised it enough to crawl through and into small room. Opening the door adjacent to it, she cracked it open to see a swarm of M.A.D. agents assembled in production lines.

"The place is crawling with M.A.D. agents. I can't see much though, maybe if I get closer."

Venturing forward out of the room, Penny hid behind some equipment as she strived to get a closer look at the picture. She gasped. The stolen fireworks were being loaded on conveyor belts while the agents stripped the insides apart and replaced them with the explosives stolen from Wayne Enterprises' storage facilities. Once done with that batch, they moved on to the next as the finished products were carted into boxes and loaded inside what appeared to be a hut. This process kept repeating itself.

"So that's it!" Penny shouted to herself. "M.A.D. is removing the fireworks' inner pyrotechnical components and replacing them with deadly semi-nuclear explosives. Why just one of those fireworks would be enough now to destroy an entire skyscraper! But where are they keeping Uncle Gadget?"

"Hey, what are you doing here?"

"Grab her!"

Penny jerked her head behind her and saw two M.A.D. agents ready to grab her. One lunged at her, but she dove underneath the space between his legs and kicked him straight up, which gave her enough momentum to collide into the other agent and slam him into some crates. Penny took to her feet and ran as fast as she could towards the main entrance.

"Intruder! Sound the alarm!"

Sirens start blaring loudly in the warehouse, alerting all the agents who immediately ceased what they were doing and joined in the chase.

"After her! Don't let her get away!" random agents shouted as they closed in on her.

Penny kept on running, faster and faster until she saw one agent blocking the main entrance. Building enough speed, she slid onto the ground, underneath his legs, and bolted out the front door. She relaxed a bit, thinking she was safe at that point. Yet, from on top the of the warehouse, another two agents threw a net down at her, entangling her, leaving enough time for the rest to come through the door and tackle her to the ground. The other man held her upside down by her ankles as the water continued to drain. Penny swung at them, but her shorter arms couldn't reach and no matter how she thrashed, she couldn't break the grip on her legs. Penny's arms were roughly jerked behind her back. She was forced to the floor and the weight of the group pinned her down. Just then a gas penetrated Penny's nostrils and she gasped out loud. It was knockout gas. She tried to resist, but it was too late, she breathed it in, slowly slipping into unconsciousness until she was out like a light. The last thing she saw were the wingtip shoes of the individual in front of her.

Scene shifts back to Wayne Manor, Bruce is sleeping peacefully, recovering from his injuries. But his thoughts were soon becoming clouded with nightmarish thoughts as disturbing images flashed across his 

mind. He recounted the confrontation between him and The Joker…then an explosion…Finding a skeleton beneath an mass of rocks…An avalanche of rocks then falling on top of him -

Bruce jerked up suddenly as if he was a kid awaking from a nightmare. Panting and sweating, he tried to calm himself down, he looked around the room for something to take his mind off what just happened. Seeing nothing was helping, he got up from the bed, and made his way to Penny's bedroom. He knocked, but there was no answer. Opening the door, he noticed Penny wasn't in there. He then spotted Penny's picture scrapbook on her dresser. He sat on the edge of the bed and began to glance through it, taking his mind off things. The first section focused obviously on her and her parents. Then the mood changed when he saw for the next few pages a more depressed Penny, always sad, which signaled that her parents had died recently. Then her disposition changed in the next few pics when Gadget bought her a puppy to cheer her up, whom she named Brain, for demonstrating high intelligence. There was a wealth of pictures after showing the many travels the threesome had together (missions, vacations, etc.) to the many parts of the world, usually with every other photo depicting her uncle in an accident-prone situation. Bruce chuckled a bit at those.

"What an adventurous child."

"Bruce…."

A voice echoed that seemed to fill the whole house and Bruce's heart with dread, immediately causing him to drop the book to the floor.

"Who's there?" Bruce asked in fear.

"Bruce…."

"What do you want? Show yourself!"

The voice seemed to be coming from his head, but he gasped and backed away in terror as he saw two figures appear and come towards him.

"Stay away! Don't come any closer!" Bruce warned.

The figures came into the light. It was Thomas and Martha Wayne, still dressed as they were at the night of the murder. Bruce trembled as they cornered him.

"Hello son" Thomas began, "It's us. Your mom and dad.

"No…No, no, no. It can't be. It can't be you. You're dead…and buried…_What do you want from me?!"_

"Do you remember? That night we passed away…You made a promise to us. The vow you made to us the night we perished...that you would rid out crime and corruption and uphold justice for all.

"No…."

"Have you forgotten that night? That we died at the hands of some murderer for no apparent reason?"

"No. I haven't." Bruce said, looking up with tears in his eyes.

"Then why do you question your promise, your life, your destiny –

"Because I almost killed an innocent! I almost killed an innocent girl because I let The Joker…because I let my hatred get in the way of my vow. What is that showing to the people of Gotham? That the Batman can't protect the city because of his own insecurity? This time it was her, next time, it could be worse…maybe a bus-load of kids next time….

Martha walks over to Bruce puts her hand under his chin, raising his head up to her.

"But honey, the "next time" is happening now. That little girl has gone on her own to fight the evil that plagues her life, and she'll get killed doing it."

"Girl? What girl – No…She didn't…NO!" Bruce thought and then shouts it out loud, "NO!!"

He pounds on the floor in rage and anger, before finally breaking down into despair.

"Bruce, honey. That little girl will die tonight and others as well unless you stop them. Right now Gotham needs you. _She needs you._ She needs_ Batman."_

(The two figures begin to fade away)

"No, wait! Don't go, please."

"Don't forget...Remember who you are…son…"

(They vanish and Bruce stares blankly for a moment, but is interrupted as Alfred comes in)

"Master Bruce? Alfred questioned as he helped him off the floor. "Are you alright?"

"Never better, Alfred. Never better."

With that Bruce dashes out the room, leaving Alfred dumfounded as usual. Cut to the Batcave. Bruce began dressing into his suit. The costume was slowly coming on. The boots, the gloves, the chest piece, the cape, the belt. His hands then shuddered as he picked up the final piece: the mask.

"For Gotham..._for _her...I will wear the mask…one more time."

Slowly he slid the mask over his face. Thunder sounds and bats of all sizes fluttered around him and the cave, illustrating a dark, threatening omen - the Dark Knight's return.


	13. Chapter 13

It was dark when Penny awoke. The only source of light was a pool table light coming from the ceiling. Penny didn't know where she was or how she got there. She obviously was caught again. She felt herself on her back on the cold floor. Penny tried moving her arms and found they were forced back and tied tightly together across her chest, her hands where done similarly behind her back. She also found her legs immovable as well. Each leg had been brought together and bound tightly across the kneecaps. She felt no pain but the sense of immovability frightened her. Her ankles had also been tied together allowing only a little movement of the feet. For once Penny felt very afraid and terrified. She had been caught all the time, but always managed to free herself. Yet, this time freedom was not an option. She struggled with great difficulty against her bonds to free herself, but with no success. The room was locked down tight, the ropes were too strong, and both her watch and book were taken from her. Penny wondered what would become of her. She tried calling out.

"Help! Help! Anyone! Please!" Penny cried out, struggling.

No answer, all she could hear was silence. Then suddenly, the door opened and then shut right after with a metal clang. The door or whatever it was slammed shut. She then heard footsteps, but the figure was shrouded within the darkness. Footsteps walking towards her and then back again, pacing back and forth.

"Who are you? What do you want from me?" she asked bravely, but with a tinge of fear in her voice.

There was no response. But she could see that the figure had bright eyes and was grinning constantly. He then laughed gleefully, which sent a cold shiver up Penny's spine.

"Look if you're trying to frighten me you've succeeded, now who are you?"

Again no reply. The pacing continued then stopped and continued again, then finally stopped.

"My, my, a questionable one you are, aren't you, little girl?"

The figure then started to move forward towards Penny and into the light. Penny started to back away as he leaned forward. She shouted with fright when he emerged into the full light. His hair was bright green, face was chalk white, but more disturbing was his lips and mouth twisted into a hideous grin that gave her Goosebumps. Penny wondered what would happen next. Had Claw stuck her in a room with a psycho?

"You look nervous, sweetie." Joker said in a calm fashion. "Is it the smile? Sorry, can't be helped. HEHE."

"Who are you? _What_ are you? Some kind of circus clown?"

"Oh…That's a good one. You're a funny kid. But word of advice while I'm here, I make the jokes. Got it?"

Penny nodded, trying to remain calm, not attempting to display her fear.

"I'm surprised you don't know me. Everyone in Gotham knows my name. Here's my card."

He throws a card at the wall, narrowly missing Penny's ear. Her heart leapt at that.

"Now tell me: what were you doing sneaking around this warehouse?"

"I was curious that's all."

"Really? Care to explain _this?"_

Joker throws down a bag onto the floor. Penny immediately recognizes it as _her bag_.

"_And this?"_

Joker dangles a familiar piece in front of her blue eyes.

"MY WATCH!" Penny shouted with anger. "Give that back _now!"_

"Finders keepers!" Joker taunted.

He presses a button on the panel in which the timepiece emits a laser that cuts through a segment of the wall.

"HA. Watch, indeed. I must say quite advanced technology for such a young girl like yourself. But I'm pretty sure they don't sell these things to minors. Where did you get it?"

"I…I…I don't know what you're talking about. It's just a watch."

"WRONG! (Imitates a buzzer sound) Tell me now and I might let you live long enough to see the fireworks show tonight."

"What show?" Penny asked warily

"Oops. Sorry HEHEHE. I've said too much already."

"Well, whatever you're planning, you'll never get away with it! Inspector Gadget will stop you!"

"HAHAHAHAHA! Oh, good one. No offense, kid, but that man couldn't even catch a cold! HAHAHA. He can barely save himself, let alone you."

"Then…_he'll _stop you."

Joker's hideous smile suddenly transforms into an angry scowl at the sudden mention of Batman. Joker leaned in forward to his captive as Penny gave him a cold stare, refusing to back down, 

which he gave in return. Penny may have been young, but stupid she wasn't nor was she anyway as gullible as Claw would like her to believe

"That's right" Penny continued. "He will."

"Oh…That freak" Joker mumbled angrily.

"He's _not _a freak, and he could take you anytime. He'll put you behind bars so fast you're head will spin."

Penny noticed her captor was growing aggravated and losing patience, so she decided to play it up more to his face.

"He's fast and strong, cold and merciless. Dwells in the shadows, ready to sneak up on criminal scum like you, like a predator to his prey. He could be right behind you, and you won't even know it _**'til you're dead!!**_

With that Penny, with a burst of energy, angrily spat in his face. Joker snarled with rage as the bits of spit hit his cheeks, lips and eyes.

"_**WHY YOU CHEEKY BRAT!!"**_

With an angry fit of rage, Joker grabs Penny and throws her hard to the floor, slamming her head against the ground. His teeth and fist clenched as if to strike her. The wind taken out of her, Penny cowered in fear beneath him, panting. Her heart pounding, fearful of what he might do. Joker suddenly relented, his muscles loosened as he pulls her up from the ground to his face. Calming himself, a smile replaced the frown.

"My, my, my. Aren't you a throw-yourself-to-the-lions sort of sap? HEHEHE. Well, the lions are on to you. You are trying my patience, Blondie. I want information! And I'm going to have it one way or another. This could be the key I've been waiting my life for to finally up old Bats once and for all. Now for the last time tell me –

"Forget it. You actually think I'm going to help you? I may be young, but I am nowhere as stupid as you would like to believe. The secret stays with me until I die. I won't tell you anything!"

Pause. Then Joker snickered, which gave way to an evil cackling, which stunned her.

"The information. NOW!" Joker threatened.

"_**NEVER**_…." Penny hissed.

"Fine. Have it your way. There are better ways to extract information from a resilient brat like yourself."

Humming "Merry-Go-Round Broke Down" tune while fading into the darkness again. Penny heard a creaking of wheels as Joker began wheeling in an operating table, laid out with various instruments and weapons. He hoisted up Penny from the floor and threw her straight onto the table, strapping her down. Joker smiled at her again. He seemed more calm than usual. This frightened Penny and he could sense it to his delight.

"Been a while since I've tortured someone. So please excuse me if I'm a bit rusty."

He reaches for Penny's mouth with a white piece of fabric, but declines.

"No need for a gag. I want to hear this all the way through. HEHEHEHE!"

Joker grabs a taser gun from the table while attaching cables to Penny's head and limbs. ZAP! Pressing the trigger, he sends a shock through her body. Slowly he could see strain on Penny's face. Penny began to squirm in her bondage. ZAP! Again, Joker pulled the trigger and sent a higher dose through her system. Her hands and teeth were clenched as she tried to resist the amount of pain. Finally she could stand no more and let out a cry of pain.

"AAAAH!! OW! OW!"

"Not a pleasant feeling, is it?"

ZAP! Again another voltage was sent through her. She struggled, tossed and turned violently to try and throw off the pain. The table shook as she moved about hysterically.

"AAAAAAAHH!! No! No! Stop! Stop it! Please! No more, no more!" Penny shouted in pain.

"_Encore_?" Joker misreading her words on purpose. "Did you say _encore_?"

ZAP! Pulls the trigger once more.

"NO! STOP! AAAAAAAAAAAAAAHHH!!"

"Had enough?"

ZAP! Pulls it again and then again. ZAP!

"How about now?"

Penny at this point was left completely drained of her strength. All the pain, struggling, and burning inflicted upon her had caused her muscles to grow tired. Sweating and breathing heavily, she was left in great agony. Her limbs and body throbbed with unbearable agony, both from the shock treatment and from fighting it. Tears started to form in her eyes. She felt hot, exhausted and could barely find the words to speak. She doubted she could take another attack.

"Such a brave girl, you are. Did you think I was finished with you? Oh, no. No, no. Why, I'm just getting warmed up. Just wait until I really get going. I know you're brave and strong but everyone has a breaking point. You won't see the light of day after I'm done with you…that is unless you're ready to tell me what I want to know."

"Why…why…why…don't y-y-you go back to the carnival from which you crawled out under." Penny stuttered defiantly.

"WHAT?!" Joker screamed, seething with rage.

"You can beat me, torture me, but you'll never break my spirit. In the end, justice will always triumph. So go ahead and do your worse. I will fight you till the end…yyy-you…you…inhuman monster."

Boiling up inside, Joker could barely keep his temper, as he glared down at the courageous little girl strapped to the table, glaring back at him. Not since Batman had he found someone…anyone…who would stand up to him

"HAHAHAHA. Silly me. You know, I don't even have this thing set to the highest level. HAHAHAHA.

Penny gulped as Joker hit the switch, adjusting the voltage to a much higher degree than before.

"Oh, yes. Get ready to eat it, pipsqueak! Because by the time I'm through with you, say bye-bye to your chance to bear any children – "

"Not so fast, clown. Just…what…do…you…think…you're DOING?!" a voice bellowed.

"Just having a little fun." Joker lied.

Penny turned her head. Several screens flashed on the wall behind them. On it was a gray high back chair with the M.A.D. insignia on it. It sat before an array of monitors and input keys. Resting on one of the armrests was a gray spiked metallic gauntlet. Penny didn't have to see or hear anymore. She knew who it was. And a deep hatred boiled inside of her when she heard his voice.

"Well, if it isn't my old friend – Gadget's niece. And how is your uncle, child?" Claw asked Penny.

"Why don't you ask him yourself since you have him!" Penny said, using up the remainder of her strength to talk.

"Wait. You know her? Little Nancy Drew here?" Joker asked audaciously.

"She's the niece of Inspector Gadget. We've met many times before."

"What have you done with my uncle? If you hurt him, I swear I will – "

"Indisposed. For the moment at least. I have BIG plans in line for him. But do not fret, little girl, you will be joining him soon."

"And the rockets? The fireworks? What are you planning to use them for?" Penny inquired.

"Extortion. What else. M.A.D. has suffered a great hit in funding for the past several months. I will hold this city for ransom, demanding nothing less than 1.4 billion. But if I don't receive even a penny for it, then this will _indeed_ be a 4th of July for the world to remember."

"But all those people. Innocent women and children – "

"Some joke on them, huh?" Joker smiled. "HAHAHAHA!"

"Joker. Stop playing around and have the men load the firepower supply. We have but only a few hours until the firework show."

Screen fades out to black.

"Party pooper!"Joker stated glumly.

He begins to leave the operating table as Penny breathes a sigh of relief. But then Joker turns his head back to her and smiles, giggling. Penny's blood ran cold.

"HEHEHEHE. Well, maybe just _one_ more."

Joker walks over and grabs her by her ponytails, yanking her up, with one hand and in the other the taser, loaded and ready. His dark, evil eyes penetrating her bright, innocent blue eyes, like a shadow engulfing everything in its path. Penny's courage had dwindled to nothingness, now only raw fear was shown.

"You see, munchkin. We all have a will, a wall that links are mind and spirit together. Though, when this barrier is broken, a person's mind will become dislodged, causing insanity or worse. Take a look at me, I wasn't always like this, I use to be quite the fellow. But thanks to Batman, I'm now the happy soul you see in front of you. It's any wonder I still have any sanity left in me whatsoever. The point is: everybody has bad days. A breaking point. _Any individual can have one really bad day and end up…just like me. _HAHAHAHAHAHHAHAHAHAAHAHAHAHAAAA!!"

"And I thought Dr. Claw was the face of true evil" Penny thought, her eyes widening with horror.

ZAP! Laughter filled the room with a gut wrenching scream penetrating it just barely.


	14. Chapter 14

In a private room, in a different section of the warehouse, an unconscious Gadget is laid about on an operating table (similar to Penny's) while several agents fiddle with his inner mechanisms. Wires are hooked to the inside of his head as one agent places a chip inside and welds it onto the inside. A monitor flashes on as Claw's voice fills the room.

"Dr. Claw to M.A.D. Agent #5. How is our guest coping?"

"Resting nice and easy. The process is almost complete, soon Gadget will swear no other loyalty but to you Dr. Claw."

"Excellent. Once the – ALMOST?!"

"W-w-well, y-y-yes, Dr. Claw. But these new implants are still very experimental to us and we can't afford to take any chances. A slight overload on its part could –

"Well…_what do you plan to do about it?! I WANT RESULTS!"_

"We've sent several agents to Phoenix Labs for some additional supplies. We'll soon correct the problem."

Irritated Claw vanishes from the monitor, which goes blank once more, leaving the agents to continue their work.

"I've waited too long for this moment. To have Gadget finally helpless and in my hands. Incompetence is what it is. Total incompetence. And yet also, this Batman is still out there and could still be a thorn in my side. But none of that will matter for M.A.D. is finally on the winning streak it has so desired for years to come."

Across the city, a truck (identified with the M.A.D. insignia) has parked at Phoenix Labs. Several agents are trashing the office and storage facilities, loading up any supplies they might need. Suddenly the lights went out.

"What happened to the lights?" Agent Dick questioned suspiciously.

CRASH! Something dark and black crashed through the ceiling window then dashed to the wall, blending in with the shadows. The agents drew their weapons, prepared for anything. Yet, one by one, the dark figure lunged at each one and took them out swiftly. Agent Dick, with a crowbar in his hand, swung furiously in mid-air for anything that moved. Walking backwards, he bumped into something big and tall. Flash! The emergency power kicked on. Dick turned around and yelped, coming face to face with the Dark Knight himself.

"Boo." Batman stated sarcastically.

"AAAAAAAAAAAAAAAHHHH!!" Dick screamed, jumping with fright.

He swung at Batman, who caught the crowbar, and swung it himself into Dick's stomach, knocking the wind out of him. Batman twisted the weapon out of his hand and forced Dick's arm behind his back, slamming his head onto a desk.

"OW! My arm!"

"Alright, pop quiz, slimeball. Unless you want me to break it into several places, you'll tell me what you and these lugs are doing here" Batman threatened.

"None of your – OW! Okay! Okay! We were stealing supplies. Claw needed them for some reason."

"And the fireworks? The explosives?! What's he planning to use them for?!"

"Uh…um…I don't know. YAAAH!"

"Wrong answer!"

Batman throws him across the room and into several shelves with objects pouring down on him.

"That's gonna cost you some points. Care to press your luck?"

Batman slowly walks towards and picks him up by his shirt.

"Talk to me, scumbag! I'll bet whatever he's using those things for involves mass destruction."

"Unless the city pays well."

"What?!"

"Alright! He's implanted the explosives inside the hijacked fireworks. Unless Gotham pays a very heavy sum of money, he's gonna unleash them during the celebration tonight."

"And a whole wave of slaughter and massacre follows. But I wonder, how are they gonna survive the onslaught while instigating it themselves? Hmmm?"

"Look, no offense Mr…Bat-Man. But Dr. Claw will totally keelhaul me if I talked any more. And let's face it, he's scarier than you are."

"_**WANNA BET?!"**_

"**YAAAHH!!"**

Dick is thrown out the office window, shattering the glass, and would've cracked his head on the ground if Batman's batarang had not caught him first. Batman pulls him up and then lets him drop screaming again to the ground, but pulls him up again before he hits the bottom.

"Congratulations scum. You've made it to the final round, where the questions are harder and the stakes are thicker. Now…where's Claw hiding? And believe me, a wrong answer _**will **_cost you your _**bonus points**_.

Dick gulps and shakes with fear.

Meanwhile, back at Claw's hideaway, Agent Bruce knocks on the door to Joker's "torture chamber."

"Uh. Mr. Joker. Dr. Claw wants to see you pronto – _**OH….**_

His words trail off as he is too paralyzed with shock to continue as Joker opens the door. Joker is smiling, glancing behind him to Penny's _very still_ body. The scene won't let us see her body. The only thing viewed in the background is her left arm and hand. Smoking rising from the burns.

"Did you…I mean you didn't – "

"No, sorry. The "big man upstairs" didn't want me to do her in. She may come in handy in a tight spot for us. Clean her up a bit and bring her."

Joker exits, whistling "Stars and Stripes Forever," leaving Agent Bruce, who backs away from him as he passes, to deal with the aftermath.

"What's this? An intruder? Now?!" Claw stated to M.A.D. Cat as he stroked him tenderly, which soon gave into roughness.

Batman appears on his monitor.

"Well, well. So it's _you._ I think the time has come to meet this man face-to-face."

Pressing a button on his console, it activates several loudspeakers throughout the complex, which booms his voice for all to hear.

"_**This is Claw to all agents. We have an intruder in our compound! Loose in my domain! I want him brought to me immediately! NOW SPREAD OUT!!"**_


	15. Chapter 15

The Batmobile, blasting down the many streets and sections of Gotham, made its destination to the Gotham Docks. Like a bolt of lightning, it crashed straight through the front entrance, colliding into some agents on the way, before halting to a stop. Many agents surrounded it, armed to the teeth. The door compartment slid open, but revealing to be no one inside of the cockpit when all of a sudden, circular capsules bolted from the inside small compartments of the Batmobile's wheels. Knockout gas bombs! They soon covered the front area with a thick fog that took out the henchmen within seconds. Batman, equipped with a gas mask, walked casually through the many sleeping bodies that lay on the ground before him. Everything was pitch black, almost impossible to see anything. Pulling out and turning on his flashlight, he kicked down the adjacent door in front of him, marching into what appeared to be the main chamber. The light flashed on conveyor belts, crates of both fireworks and explosives, revealing the entire warehouse to be a factory of some kind.

"Hmmm. Could be a -"

Lights flickered on. Guns cocked. Batman whipped behind him with a batarang ready and saw an entire army of M.A.D. agents dressed in Redcoat uniforms, aiming pistols all over Batman's body.

"Trap."

Batman reluctantly drops his batarang while two agents (Agents Fred and Bruce) grab him from behind. Batman struggles to get free, only to be punched in the ribs by Bruce.

"ATTENTION!"

A voice cried out in military fashion. The agents followed suit, standing up straight and pointing their guns in an overhead position as a figure walked underneath them to Batman. Batman's fists clenched with anger and rage when he saw who it was.

"Hello Batman. Long time no see." Joker said casually. "How do you like my firing squad?"

"_**Joker**__._"

The Joker was now dressed in what seemed to be a cross between a general and a pirate captain, complete with overcoat, hat, boots, and a strap-on holster w/rapier.

"How have you been? Still living in that dark, depressing cave of yours? Oh, you're not still sore about our _last_ get-together, are you?"

Batman growls angrily under his breath.

"Oh, good. Glad to hear it. Well, as you can see I've kept myself busy – "

"What? Taking orders as a flunky? From what I recall, you've never been much of a team player, Joker." Batman stated sarcastically.

"Oooh…You're just really asking for it aren't you, Bats?! Well, I'd be happy to comply. I didn't get to finish my last torture on that girl, I was tragically cut short."

Batman's eyes widened with shock and alarm.

"Girl?"

"Hmmm? Oh, just some unruly brat with blonde ponytails. Brave little thing she was…and spunky too. But don't worry, I broke her good. HEHEHE."

"You…tortured…an…innocent…child…How…Even for you…Why…_**WHY?!"**_ Batman uttered, barely able to control his anger.

"Why not? It's on my resume. Would you like a copy?"

Batman then leapt forward, amidst Fred and Bruce's hold on him, and sucker-punched Joker hard in the jaw, belting him across the face. The force was enough to knock him off his feet and onto the ground. The agents forced Batman back as Joker slowly got off the ground, rubbing his jaw.

"Ow. You chipped my tooth, idiot." Joker asked.

He then belts Batman across the cheek, which only feeds his anger more.

"I've had enough of this. Men, to your stations!"

Bruce and Fred force Batman back more and throw him against a wall. The agents line up in two straight lines and aim their guns at Batman. Joker carefully walks up to Batman with a piece of white cloth.

"Blindfold?"

No response.

"How about a cigar for the road up ahead?"

No response. Batman glares at him. Yielding, Joker steps back and pulls out his rapier to signal the attack.

"Ready men? Ready…Aim…F – "

"STAND DOWN!"

"Can't I have ANY FUN?!" Joker shouted.

The lights went out. A thick fog rolled into the room. A hole in the ground opened to reveal an opening and a figure clothed in black rose up from beneath the floor. The lights came back up, but due to heavy shadows reflected from the bright lights, his face and body were covered in darkness, save only his metallic hands. Everyone gasped, even Batman to his surprise, at the sight of the man. The agents in synchronized motion placed their fist to the side of their head for a salute.

"So we finally meet, Dark Knight."

"Dr. Claw, I presume." Batman stated.

"Welcome…for the time being at least. I must say I find your city's atmosphere and dealings quite satisfactory to my liking. It is a pity it will have to waste away so suddenly."

"By wiping out Gotham's existence by creating a nuclear holocaust with the fireworks display tonight?"

"Clever deduction. Must be why they call you the world's greatest detective."

"You dictators are all alike with your ultimate dream of world domination. Our asylum is full of people like that. People who think they are above the law, cannot be toppled or overthrown. Like God."

"You persist in trying to aggravate me. I could've had you killed just recently."

"Then why didn't you?" Batman asked angrily.

"For a man of your skill and dedication, you deserve something greater. Something noble. A duel between titans."


End file.
